NOVEN PHARMACEUTICALS INC
LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g69008ex10-1.txt
<DESCRIPTION>LICENSE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.1

===============================================================================


                                LICENSE AGREEMENT

                                     Between

                           NOVEN PHARMACEUTICALS, INC.

                                       and

                              VIVELLE VENTURES LLC

                           Dated as of March 29, 2001

                          (CombiPatch Product License)


===============================================================================



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
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ARTICLE 1.        INTERPRETATION..................................................................................1


ARTICLE 2.        LICENSE GRANT...................................................................................3


ARTICLE 3.        LICENSE FEE.....................................................................................4

         3.1.     License Fee.....................................................................................4
         3.2.     Manner of Payment of the License Fee............................................................4
         3.3.     ***.............................................................................................4

ARTICLE 4.        INTELLECTUAL PROPERTY CLAIMS....................................................................4

         4.1.     Infringement or Other Actions Regarding the CombiPatch Technology...............................4
         4.2.     Other Third Party Claims........................................................................5

ARTICLE 5.        CONFIDENTIALITY AND NONCOMPETITION..............................................................5

         5.1.     Confidentiality; Press Releases.................................................................5
         5.2.     Noncompetition..................................................................................7
         5.3.     Injunctive Relief...............................................................................7

ARTICLE 6.        WARRANTIES......................................................................................8


ARTICLE 7.        INDEMNITY......................................................................................10

         7.1.     Indemnification Obligations of Novogyne........................................................10
         7.2.     Indemnification Regarding Amendment Agreement..................................................10

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         7.3.     Indemnification Obligations of Noven...........................................................10
         7.4.     Procedure......................................................................................11

ARTICLE 8.        MISCELLANEOUS..................................................................................12

         8.1.     Notices........................................................................................12
         8.2.     Force Majeure..................................................................................13
         8.3.     Assignment.....................................................................................13
         8.4.     Applicable Law.................................................................................13
         8.5.     Severability...................................................................................13
         8.6.     No Waiver......................................................................................14
         8.7.     Interpretation.................................................................................14
         8.8.     Entire Agreement...............................................................................14
         8.9.     Counterparts...................................................................................14
         8.10.    Dispute Resolution.............................................................................14




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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                                LICENSE AGREEMENT

                  LICENSE AGREEMENT dated as of March 29, 2001 (this
"Agreement") by and among Noven Pharmaceuticals, Inc. a Delaware corporation
("Noven") and Vivelle Ventures, LLC, a Delaware limited liability company doing
business as "Novogyne Pharmaceuticals" ("Novogyne").

                              W I T N E S S E T H:
                               - - - - - - - - - -


                  WHEREAS, Noven and Rhone-Poulenc Rorer Pharmaceuticals, Inc.
have entered into an amended and restated license agreement dated as of
September 30, 1999 (the "Noven License Agreement"), pursuant to which Noven
granted Rhone-Poulenc Rorer Pharmaceuticals, Inc. an exclusive license in
defined territories to, inter alia, the CombiPatch Product (as defined herein);
and

                  WHEREAS, Rhone-Poulenc Rorer Pharmaceuticals, Inc. assigned
the Noven License Agreement as of September 30, 1999 to Rorer Pharmaceutical
Products Inc. ("Aventis"); and

                  WHEREAS, Noven and Aventis have entered into an Amendment
Agreement ("Noven Amendment Agreement') dated as of March 29, 2001, with respect
to the Noven License Agreement pursuant to which all rights to the CombiPatch
Product in the Territory granted to Aventis in the Noven License Agreement have
reverted to Noven; and

                  WHEREAS, Noven desires to provide Novogyne with a
royalty-free, non-terminable exclusive license of all those rights to the
CombiPatch Product in the Territory which reverted to Noven pursuant to the
Noven Amendment Agreement, and Novogyne desires to license said rights, all on
the terms and subject to the conditions contained in this Agreement;

                  NOW THEREFORE, in consideration of the agreements and
covenants set forth above and herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE 1.

                                 INTERPRETATION

         1.1. As used herein, the following capitalized terms shall have the
following meanings:




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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                  "AFFILIATE" means, when used with respect to a Person, any
other Person directly or indirectly controlling, controlled by, or under common
control with the subject Person. For purposes of this License Agreement,
"control" means the direct or indirect ownership of over 50% of the outstanding
voting securities of a Person, or to control the management decisions of such
Person. For the avoidance of doubt, for purposes of this Agreement, Novartis
Pharmaceuticals Corporation and its Affiliates shall be considered Affiliates of
Novogyne, and Noven and its Affiliates shall not be considered Affiliates of
Novogyne.

                  "CLAIMS" shall have the meaning set forth in Section 7.1
hereof.

                  "CLOSING DATE" shall have the meaning set forth in the
Purchase Agreement.

                  "CONFIDENTIAL INFORMATION" means all proprietary data,
know-how and related information, including all regulatory approvals and related
filings, applications and data, the content of any unpublished patent
applications, operating methods and procedures, marketing, distribution and
sales methods and systems, sales figures and other business information.

                  "COMBIPATCH PRODUCT" means the transdermal estrogen/progestin
product which has been and is being developed by Aventis and its Affiliates and
is marketed under the trademark CombiPatch(R) in the Territory at the date of
the Purchase Agreement.

                  "COMBIPATCH TECHNOLOGY" means any and all rights owned by
Noven necessary to Develop, use, sell or otherwise dispose of the CombiPatch
Product in the Territory, including, without limitation, the patents and patent
applications listed in Schedule 6.1(b) attached hereto.

                  "COMPETING PRODUCT" means ***.

                  "DEVELOP" shall mean, with respect to the CombiPatch Product,
to conduct any and all clinical development and commercialization activities,
which activities shall not, in any event, include modifications to the structure
or composition of the CombiPatch Product and shall not include any right to
manufacture the CombiPatch Product.

                  "DISTRIBUTION AND SERVICES AGREEMENT" shall mean the
Distribution and Services Agreement between Novartis Pharmaceuticals Corporation
and Novogyne dated as of May 1, 1998.

                  "IMPROVEMENTS PRODUCTS" means any product to which Aventis has
rights in the Territory under the Noven License Agreement as amended, now
existing or developed or improved in the future by any Person, other than the
CombiPatch Product, rights to which are to be offered to Novogyne in accordance
with the Purchaser Improvements Letter Agreement.

                  "LOSSES" shall have the meaning set forth in Section 7.1
hereof.

                  "MARKETING AND PROMOTIONAL SERVICES AGREEMENT" shall mean the
Marketing and Promotional Services Agreement between Noven and Novogyne dated as
of May 1, 1998.



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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                  "NOVARTIS PHARMA IMPROVEMENTS SUBLICENSE AGREEMENT" means the
Sublicense Agreement between Aventis and Novartis Pharma AG and executed on or
about March 29, 2001.

                  "NOVEN INDEMNITEES" shall have the meaning set forth in
Section 7.1 hereof.

                  "NOVOGYNE INDEMNITEES" shall have the meaning set forth in
Section 7.3 hereof.

                  "OPERATING AGREEMENT" means the Operating Agreement of
Novogyne between Noven and Novartis Pharmaceuticals Corporation dated as of May
1, 1998.

                  "PERSON" means any corporation, partnership, joint venture,
other entity or natural person.

                  "PURCHASE AGREEMENT" means the Purchase Agreement between
Aventis and Novogyne dated March 29, 2001.

                  "LICENSE FEE" has the meaning set forth in Section 3.1.

                  "PURCHASER IMPROVEMENTS LETTER AGREEMENT" means the Letter
Agreement between Noven, Novogyne, Novartis Pharmaceuticals Corporation and
Novartis Pharma AG dated on or about March 29, 2001 pursuant to which Novartis
Pharma AG shall offer to sublicense to Novogyne all of its rights under the
Novartis Pharma Improvements Sublicense Agreement in the Territory on a
product-by-product basis.

                  "RELATED AGREEMENTS" means the Purchase Agreement, the
Novartis Pharma Improvements Sublicense Agreement, the Purchaser Improvements
Letter Agreement, the Noven Amendment Agreement and the Supply Agreement.

                  "SUPPLY AGREEMENT" means the Supply Agreement between Novogyne
and Noven dated on or about March 29, 2001 pursuant to which Noven will
manufacture and supply to Novogyne CombiPatch Product and any Improvements
Product.

                  "TERRITORY" means the United States, its territories and
possessions.

                                   ARTICLE 2.

                                  LICENSE GRANT

                  2.1. On the terms and conditions of this Agreement, with
effect from the Closing Date, Noven hereby grants to Novogyne a royalty-free,
perpetual, non-terminable, exclusive license to use the CombiPatch Technology
solely to Develop, use, sell or otherwise dispose of the CombiPatch Product in
the Territory. Notwithstanding the foregoing sentence, Noven shall have an
unrestricted right to use CombiPatch Technology for Noven's non-Competing
Products, including a right to license CombiPatch Technology to others for use
in non-Competing Products.



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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                  2.2. In the event that Novartis Pharmaceuticals Corporation or
any of its Affiliates acquires Noven's Interest (as defined in the Operating
Agreement) in Novogyne pursuant to Section 9.5 of the Operating Agreement,
Novogyne shall use commercially reasonable efforts to Develop, use, sell or
otherwise dispose of the CombiPatch Product in the Territory and this obligation
shall be binding upon Novogyne's Successors and Assigns. "Novogyne's Successors
and Assigns" shall mean any person to whom the CombiPatch Product or CombiPatch
Technology is sold, licensed, or otherwise transferred or who acquires Novogyne
by operation of law or through merger, acquisition or otherwise, and who is, or
is controlled by, Novartis Pharmaceuticals Corporation, or any of its
Affiliates.

                                   ARTICLE 3.

                                   LICENSE FEE

                  3.1. LICENSE FEE. In consideration for the rights granted in
Article 2 above, Novogyne shall pay Noven forty million United States Dollars
($40,000,000) ("LICENSE FEE").

                  3.2. MANNER OF PAYMENT OF THE LICENSE FEE. Novogyne shall pay
to Noven the License Fee by payment of the following amounts by wire transfer to
an account or accounts designated in writing by Noven, including but not limited
to accounts of Aventis, on the dates set forth below:

                       AMOUNT                   DUE DATE
                       ------                   --------
                   $10,000,000                  June 1, 2001
                   $10,000,000                  September 4, 2001
                   $10,000,000                  December 3, 2001
                   $10,000,000                  March 1, 2002

                   3.3.     ***.

                                   ARTICLE 4.

                          INTELLECTUAL PROPERTY CLAIMS

                  4.1. INFRINGEMENT OR OTHER ACTIONS REGARDING THE COMBIPATCH
TECHNOLOGY. (a) If either party shall become aware of any infringement or
threatened infringement of the CombiPatch Technology or any unfair competition,
disparagement or other tortious act by any third party in relation to the
CombiPatch Technology, then the party having such knowledge shall give prompt
notice thereof to the other party.

                  (b) Novogyne, its Affiliates and licensees, shall have the
right to take such action as it deems appropriate to protect and enforce the
CombiPatch Technology in the Territory against any Competing Product indicated
for menopausal symptoms, osteoporosis, or any other indication for which the
CombiPatch Product is then approved, including but not limited to, bringing an
action, suit or other appropriate proceeding or threatening to bring an action



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         Securities and Exchange Commission. Asterisks denote omissions.


suit or other appropriate proceeding, to prevent or eliminate the infringement
of such CombiPatch Technology with regard to any Competing Product, or the
unfair competition, disparagement or other tortious act by any third party in
relation to the CombiPatch Technology in the Territory with regard to any
Competing Product. Subject to Section 4.1(c) below, Noven agrees to cooperate
with Novogyne, its Affiliates and licensees, in any reasonable manner in any
such action, suit or proceeding, at the expense of Novogyne, its Affiliates and
licensees, including, without limitation, joining as a party to such action,
suit or proceeding, if necessary to maintain standing.

                  (c) ***.

                  (d) ***.

                  (e) ***.

                  (f) All amounts awarded as damages, profits or otherwise in
connection with any action specified in Section 4.1(b) taken by Novogyne, its
Affiliates or licensees, shall be ***. If Novogyne, its Affiliates and
licensees, elect not to take any action of the nature specified in Section
4.1(b) within sixty (60) days of becoming aware or receiving notice under
Section 4.1(a) of any infringement, threatened infringement, unfair competition,
disparagement or other tortious act identified in Section 4.1(a), Novogyne shall
give Noven notice of such decision, and Noven thereafter shall have the right to
take any action of the nature specified in Section 4.1(b). In such event, all
amounts awarded as damages, profits or otherwise in connection with any action
taken by Noven shall be ***.

                  4.2. OTHER THIRD PARTY CLAIMS. If either party becomes aware
of any action, suit or proceeding or threat of action, suit or proceeding, by a
third party alleging that the manufacture, use, import, sale or other disposal
of CombiPatch Product in the Territory infringes or violates any other
intellectual property right of any third party, such party shall promptly notify
the other party of the same.

                                   ARTICLE 5.

                       CONFIDENTIALITY AND NONCOMPETITION

                  5.1. CONFIDENTIALITY; PRESS RELEASES

                  (a) Pursuant to the terms hereof, from time to time during the
term of this Agreement, each of Noven and Novogyne and/or their respective
Affiliates (in such capacity, the "DISCLOSING PARTY") have disclosed and will be
disclosing to the other party and/or its Affiliates (in such capacity, the
"RECEIVING PARTY") certain Confidential Information of the Disclosing Party. The
Receiving Party shall make no use of such Confidential Information except in the
exercise of its rights and performance of its obligations set forth in this
Agreement and the Related Agreements. The Receiving Party shall use the same
efforts to keep secret, and prevent the disclosure to third parties of,
Confidential Information of the Disclosing Party as it would use with respect to
its own Confidential Information. Confidential Information disclosed by the



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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


Disclosing Party shall remain the sole and absolute property of the Disclosing
Party, subject to the rights granted in this Agreement and the transactions
contemplated herein. The above restrictions on the use and disclosure of
Confidential Information shall not apply to any information which: (i) is
already known to the Receiving Party at the time of disclosure by the Disclosing
Party, as demonstrated by competent proof; (ii) is or becomes generally
available to the public other than through any act or omission of the Receiving
Party in breach of this Agreement; (iii) is acquired by the Receiving Party from
a third party who is not, directly or indirectly, under an obligation of
confidentiality to the Disclosing Party with respect to same; or (iv) is
developed independently by the Receiving Party without use, direct or indirect,
of information that is required to be held confidential hereunder.

                  In the event the Receiving Party is required: (i) by law, rule
or regulation to disclose Confidential Information of the Disclosing Party to
regulatory authorities to obtain and maintain regulatory approval for the
CombiPatch Product; (ii) to disclose Confidential Information of the Disclosing
Party to respond to a regulatory or governmental inquiry concerning the
CombiPatch Product; or (iii) to disclose Confidential Information of the
Disclosing Party in a judicial, administrative or arbitration proceeding to
enforce such party's rights under this Agreement, it may do so only if it: (A)
provides the Disclosing Party with as much advance written notice as possible of
the required disclosure; (B) cooperates with the Disclosing Party in any attempt
to prevent or limit the disclosure; and (C) limits disclosure, if any, to the
specific purpose at issue.

                  (b) Notwithstanding the provisions of this Section 5.1:

                           (i) Novogyne, its Affiliates and licensees, shall be
         permitted to disclose to their respective distributors, wholesalers and
         other direct customers such Confidential Information relating to the
         CombiPatch Product or any Improvements Product as Novogyne, its
         Affiliates and licensees, shall reasonably determine to be necessary or
         useful in order to effectively market and distribute the CombiPatch
         Product or any Improvements Product;

                           (ii) Noven shall be permitted to disclose such
         Confidential Information relating to the CombiPatch Product or any
         Improvements Product as Noven shall reasonably determine to be
         necessary or useful in order to effectively perform its obligations
         under the Marketing and Promotional Services Agreement; and

                           (iii) Novartis Pharmaceuticals Corporation shall be
         permitted to disclose such Confidential Information relating to the
         CombiPatch Product or any Improvements Product as it shall reasonably
         determine to be necessary or useful in order to effectively perform its
         obligations under the Distribution and Services Agreement;

 PROVIDED, HOWEVER, that in each such case any third party recipients of any
Confidential Information undertake substantially the same confidentiality
obligation as the parties hereunder with respect to such Confidential
Information.



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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                  (c) Notwithstanding any other provision of this Agreement, for
purposes of Section 5.1 hereof, Noven may disclose any of its Confidential
Information within the CombiPatch Technology to any third party for any purpose
other than in connection with the development or commercialization of any
product which is not a Competing Product. This limitation on Noven's right to
disclose its Confidential Information shall terminate upon termination of the
Novartis Pharma Improvements Sublicense Agreement and the Purchaser Improvements
Letter Agreement. Any disclosure of Noven's Confidential Information that
relates exclusively to a Licensed Product (as defined in the Noven License
Agreement) to a third party pursuant to this Section 5.1(c) shall be subject to
confidentiality undertakings by any such third party disclosee which are no less
stringent than those set forth in this Section 5.1.

                  (d) Except as may be required by applicable laws, rules or
regulations, no party will originate any publicity, press or news release, or
other public announcement, written or oral, whether to the public press or
otherwise, relating to this Agreement or the Related Agreements, the
transactions contemplated hereby or thereby, or to the existence of an
arrangement between the parties, without the prior written approval of the other
party. In the event disclosure of this Agreement or any of the Related
Agreements, any of the terms and conditions of this Agreement or such Related
Agreements, or any of the transactions contemplated by this Agreement or such
Related Agreements, is required by applicable law, rules or regulations, then
the party required to so disclose such information shall, to the extent
possible, provide to the other party for its prior approval (such approval not
to be unreasonably withheld or delayed) a written copy of such public
announcement. When practicable, the disclosing party will provide such copy to
the other party at least five (5) business days prior to disclosure.

                  (e) Neither party shall use the name of the other for
marketing, advertising or promotional claims without the prior written consent
of the other party.

                  5.2. NONCOMPETITION.

                  (a) Noven covenants that for a period ***, neither it nor any
of its Affiliates or sublicensees shall market, sell or distribute (or agree
with any third party to do any of the foregoing) any Competing Product in the
Territory, other than Improvements Products. Notwithstanding the foregoing, with
respect to the marketing, sale or distribution of any Competing Product in the
Territory solely to the extent that the marketing, sale or distribution of such
Competing Product by Noven (or its Affiliates or sublicensees) is the result of
Noven (or its Affiliates or sublicensees) having acquired the Competing Product
from the acquisition of, or merger with another Person who at the time of
acquisition possessed such Competing Product and/or was marketing, selling
and/or distributing it in the Territory, Noven, its Affiliate or sublicensee
shall ***.

                  (b) Noven recognizes that the territorial, time and scope
limitations set forth in this Section 5.2 are reasonable and are required for
the protection of Novogyne and its Affiliates.

                  5.3. INJUNCTIVE RELIEF. Each party specifically recognizes
that any breach by it of Section 5.1, and Noven specifically recognizes that any
breach by it of Section 5.2, may cause irreparable injury to the other party and




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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


that actual damages may be difficult to ascertain, and, in any event, may be
inadequate. Accordingly (and without limiting the availability of legal or
equitable, including injunctive, remedies under any other provisions of this
Agreement), each party agrees that in the event of any such breach,
notwithstanding the provisions of Section 8.10, the other party shall be
entitled to seek, by way of private litigation in the first instance, injunctive
relief and such other legal and equitable remedies as may be available.

                                   ARTICLE 6.

                                   WARRANTIES

                  6.1. Noven represents and warrants to Novogyne as of the date
hereof and the Closing Date that:

                  (a) Subject to the Noven Amendment Agreement, it has the right
to enter into this Agreement, that there are no outstanding assignments, grants,
licenses, encumbrances, obligations or agreements, either written, oral or
implied, materially inconsistent with this Agreement, it owns all right, title
and interest in the CombiPatch Technology, and has the right to grant the rights
thereto granted hereunder.

                  (b) To the extent indicated on Schedule 6.1(b), each patent
within the CombiPatch Technology has been duly registered in, filed in or issued
by the United States Patent and Trademark Office, and each such registration,
filing and issuance remains in full force and effect. No patent within the
CombiPatch Technology has been cancelled, abandoned or otherwise terminated and
all renewal and maintenance fees in respect thereof have been duly paid. There
are no interferences or other contested proceedings, either pending or, to the
best knowledge of Noven, threatened, in the United States Patent and Trademark
Office relating to any pending application with respect to any patent within the
CombiPatch Technology.

                  (c) Noven has the exclusive right to file, prosecute and
maintain all patent applications and patents with respect to the CombiPatch
Technology in the Territory.

                  (d) Other than the agreements listed in Schedule 6.1(d)
hereto, neither Noven nor any of its Affiliates is a party to, whether as
licensor, licensee, or otherwise, or otherwise knows of, any license or
agreement with respect to the CombiPatch Technology that covers a Licensed
Product (as defined in the Noven License Agreement) or a Competing Product.

                  (e) Based on Noven's actual and present knowledge, no use by
Noven, any of its Affiliates or licensees, of any CombiPatch Technology
(including, without limitation, the manufacture, development, marketing, sale or
distribution of the CombiPatch Product) violates, infringes, misappropriates or
misuses any intellectual property rights of any third party in the Territory.

                  (f) Neither Noven nor any of its Affiliates or licensees has
received any written notice or claim from any third party challenging the right
of Noven or any of its Affiliates or licensees to use any CombiPatch Technology.
To the best knowledge of Noven, there is no pending or threatened claim in




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          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


writing by any third party of a violation, infringement, misuse or
misappropriation by Noven or any of its Affiliates or licensees of any
intellectual property owned by any third party, or for the invalidity of any
patent within the CombiPatch Technology, in any jurisdiction, and, to the best
knowledge of Noven, there is no valid basis for any such claim.

                  (g) Noven has secured valid written assignments or written
agreements requiring inventors to execute and deliver a written assignment, from
all consultants and employees who contributed to the creation or development of
any CombiPatch Technology, of the rights to such contributions that Noven does
not already own by operation of law.

                  (h) Noven and its Affiliates, and to Noven's knowledge, its
licensees and sublicensees, have taken all necessary and reasonable steps to
protect and preserve the confidentiality of all know-how and trade secrets
included in the CombiPatch Technology, and all use, disclosure or appropriation
thereof by or to any third party has been pursuant to the terms of a written
agreement between such third party and Noven.

                  (i) Following the Closing Date, Novogyne, its Affiliates and
licensees will be able to Develop, market, distribute, promote, use, sell and
otherwise dispose of CombiPatch Product in the Territory without infringing any
patent right of Noven or any Affiliate of Noven.

                  (j) The rights granted pursuant to Section 2.1 hereof,
together with the rights assigned to Novogyne pursuant to the Purchase
Agreement, comprise all the rights required by Novogyne that Noven has to use,
sell or otherwise dispose of the CombiPatch Product in the Territory.

                  (k) The Noven License Agreement is and will remain in full
force and effect for the term of the Novartis Pharma Improvements Sublicense
Agreement and the Purchaser Improvements Letter Agreement, and there exists, and
will exist, no default or event of default or event, occurrence, condition or
act on the part of Noven or any of its Affiliates which, with the giving of
notice, the lapse of time or the happening of any other event or condition would
become a default or event of default thereunder or give rise to any right on the
part of Aventis to terminate the Noven License Agreement or any part thereof in
the Territory.

                  6.2. In connection with the acceptance of the license granted
hereunder, Novogyne covenants on behalf of itself and its Affiliates and
licensees, that neither it nor any of its Affiliates or licensees shall during
the term of this Agreement (i) sell any CombiPatch Product outside the Territory
and Canada, or (ii) sell any CombiPatch Product to any Person that Novogyne
knows or has reason to know, or believes, will sell such CombiPatch Product
outside the Territory and Canada, either during the term of this Agreement or
after the expiration or termination hereof; PROVIDED, HOWEVER, that such refusal
to sell is not in violation of any valid laws and regulations.

                  6.3. Where a representation or warranty contained in this
Article 6 is stated to be to a party's knowledge, this shall mean to the actual
knowledge of the party's executive officers and executives or those of the
party's employees working specifically on the transactions contemplated by this
Agreement and the Related Agreements.



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         Securities and Exchange Commission. Asterisks denote omissions.


                  6.4. The foregoing representations and warranties shall
survive for two years following the = Closing Date.

                                   ARTICLE 7.

                                    INDEMNITY

                  7.1. INDEMNIFICATION OBLIGATIONS OF NOVOGYNE. Without limiting
Section 11.2 of the Operating Agreement, Article 8 of the Distribution and
Services Agreement, or Article 7 of the Marketing and Promotional Services
Agreement, Novogyne shall defend, indemnify and hold Noven, its Affiliates, and
each of their respective officers, directors, agents, employees and shareholders
(collectively, "NOVEN INDEMNITEES") harmless, from and against, any and all
losses, obligations, liabilities, penalties and damages (including but not
limited to compensatory damages), costs and expenses (including but not limited
to reasonable attorneys' fees) (collectively, "LOSSES"), which the Noven
Indemnitees may incur or suffer, and all deficiencies, actions (including
without limitation, any proceedings to establish insurance coverage), claims,
suits, legal, administrative, arbitration, governmental or other proceedings or
investigations, and judgments (collectively, "CLAIMS"), with which any of them
may be faced arising out of:

                  (a) any material breach by Novogyne or any of its Affiliates
or licensees of this Agreement, or material failure by any of them to comply
with any covenants or obligations of Novogyne pursuant to this Agreement;

                  (b) the enforcement by the Noven Indemnitees of their rights
under this Section 7.1;

                  (c) any gross negligence or willful misconduct by Novogyne or
its Affiliates in Novogyne's performance pursuant to this Agreement; and

                  (d) Novogyne's material violation of any applicable law or
regulation;

PROVIDED, HOWEVER, that Novogyne shall not be liable hereunder to the extent
such Losses arise out of or relate to: (i) any willful misconduct or gross
negligence of the Noven Indemnitees; (ii) the manufacture of CombiPatch Product
by Noven under the Supply Agreement; or (iii) any material inaccuracy in or
material breach of any representation and warranty made by Noven in this
Agreement.

                  7.2. INDEMNIFICATION REGARDING AMENDMENT AGREEMENT. Novogyne
will further indemnify Noven for any claim of Aventis that Noven has not made
any payment required under Article 6 of the Noven Amendment Agreement, unless
Novogyne has made the corresponding payment required under Section 3.2 of this
Agreement to Noven or its designee.

                  7.3. INDEMNIFICATION OBLIGATIONS OF NOVEN. Without limiting
Section 11.2 of the Operating Agreement, Article 8 of the Distribution and
Services Agreement, or Article 7 of the Marketing and Promotional Services
Agreement, Noven shall defend, indemnify and hold Novogyne, its Affiliates, and


                                       10
<PAGE>   14

each of their respective officers, directors, agents, employees and shareholders
(collectively, "NOVOGYNE INDEMNITEES") harmless, from and against, any and all
Losses, which the Novogyne Indemnitees may incur or suffer, and all Claims with
which any of them may be faced arising out of:

                  (a) any material inaccuracy in or material breach of any
representation and warranty made by Noven in this Agreement;

                  (b) any material breach by Noven or any of its Affiliates or
licensees of this Agreement, or material failure by any of them to comply with
any covenants or obligations of Noven pursuant to this Agreement;

                  (c) the enforcement by the Novogyne Indemnitees of their
rights under this Section 7.3;

                  (d) any gross negligence or willful misconduct by Noven or its
Affiliates in Noven's performance pursuant to this Agreement; and

                  (e) Noven's material violation of any applicable law or
regulation;

PROVIDED, HOWEVER, that Noven shall not be liable hereunder to the extent such
Losses arise from willful misconduct or gross negligence of the Novogyne
Indemnitees.

                  7.4. PROCEDURE. If any action, claim, suit, proceeding or
investigation arises as to which a right of indemnification provided in this
Article 7 applies, the Person seeking indemnification (the "INDEMNIFIED PARTY"),
shall promptly notify the party obligated under this Article 7 to indemnify the
indemnified party (the "INDEMNIFYING PARTY") thereof in writing, and allow the
indemnifying party and its insurers the opportunity to assume direction and
control of the defense against such action, claim, suit, proceeding or
investigation, at its sole expense, including without limitation, the settlement
thereof at the sole option of the indemnifying party or its insurers; PROVIDED,
HOWEVER, that the indemnifying party may not enter into any compromise or
settlement without the prior written consent of the indemnified party unless
such compromise or settlement includes as an unconditional term thereof the
giving by each plaintiff or claimant to the indemnified party of a release from
all liability in respect of such claim and only if such compromise or settlement
does not include any admission of legal wrongdoing on the part of the
indemnified party. The indemnified party shall fully cooperate with the
indemnifying party and its insurer in the disposition of any such matter and the
indemnified party will have the right and option to participate in (but not
control) the defense of any third-party action, claim, suit, proceeding or
investigation as to which this Article 7 applies, with separate counsel at its
election and cost. If the indemnifying party fails or declines to assume the
defense of any such third-party action, claim, suit, proceeding or investigation
within thirty (30) days after notice thereof, the indemnified party may assume
the defense thereof for the account and at the risk of the indemnifying party.
The indemnifying party shall pay promptly to the indemnified party any losses,
obligations, liabilities, Damages and judgments to which the indemnity under
this Article 7 applies, as incurred.

                                       11
<PAGE>   15
          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                                   ARTICLE 8.

                                  MISCELLANEOUS

                  8.1. NOTICES. Any notice or communication required or
permitted to be given or made under this Agreement by one of the parties hereto
shall be in writing and shall be deemed to have been sufficiently given or made
for all purposes if mailed by certified mail, postage prepaid, addressed to such
other party at its respective address as follows:

                  (a)      If to Noven, to:

                           Noven Pharmaceuticals, Inc.
                           11960 S.W. 144th Street
                           Miami, Florida  33186
                           Fax:  (305) 232-1836
                           Attn:  Robert C. Strauss, President and
                                  Jeffrey F. Eisenberg, Esq., General Counsel

                  with copies to:

                           Foley & Lardner
                           3000 K Street, N.W.
                           Washington, DC 20007
                           Attention:  Jay Varon, Esq.
                           Telephone:  202-672-5380
                           Facsimile:  202-672-5399

                  or to such other person or address as Noven shall furnish to
         the other parties hereto in writing.

                  (b)      If to Novogyne, to:

                           Vivelle Ventures LLC
                           c/o Noven Pharmaceuticals, Inc.
                           11960 S.W. 144th Street
                           Miami, FL  33186
                           Attention:  Robert C. Strauss, President and
                                       Gordon DeMario, Esq., General Counsel
                           Telephone:  (305) 253-5099
                           Facsimile:  (305) 232-1836

                                       12
<PAGE>   16
          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                  with copies to:

                           Novartis Pharmaceuticals Corporation
                           59 Route 10
                           East Hanover, NJ  07936
                           Attention:  Office of the CEO
                           Telephone:  (973) 781 8300
                           Facsimile:  (973) 781-7036

                  and

                           White & Case LLP
                           1155 Avenue of the Americas
                           New York, NY  10036
                           Attention:  Steven M. Betensky, Esq.
                           Telephone:  (212) 819-8200
                           Facsimile:  (212) 354-8113

                  or to such other person or address as Novogyne shall furnish
         to the other parties hereto in writing.

                  8.2. FORCE MAJEURE. Neither party shall be responsible or
liable to the other hereunder for failure or delay in performance of this
Agreement due to any war, fire, accident or other casualty, or any labor
disturbance or act of God, or any other unforeseeable contingency beyond such
party's reasonable control. In addition, in the event of the applicability of
this Section 8.2, the party affected by such force majeure shall immediately use
its best efforts to eliminate, cure and overcome any of such causes and resume
performance of its obligations. The party which is not performing its
obligations under this Agreement as a result of any such event of force majeure
will promptly notify the other party thereof and shall use commercially
reasonable efforts to resume compliance with this Agreement as soon as possible.

                  8.3. ASSIGNMENT. This Agreement and all rights and obligations
hereunder are personal to the parties hereto and may not be assigned, other than
to Affiliates of Novogyne, without the express prior written consent of the
other party Any assignment or attempt at same in the absence of such prior
written consent shall be void and without effect.

                  8.4. APPLICABLE LAW. This Agreement shall be construed, and
the rights of the parties determined, in accordance with the laws of the State
of New York without regard to choice of law principles of the State of New York.

                  8.5. SEVERABILITY. If any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby. In the event any provisions
shall be held invalid, illegal or unenforceable the parties shall use best
efforts to substitute a valid, legal and enforceable provision, which insofar as
possible, implements the purposes hereof. The same principle shall apply in
respect of the filling of any contractual gap.

                                       13
<PAGE>   17
          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                  8.6. NO WAIVER. No term or provision hereof will be considered
waived by either party, and no breach excused by either party, unless such
waiver or consent is in writing signed on behalf of the party against whom the
waiver is asserted. No consent by either party to, or waiver of, a breach by
either party, whether express or implied, will constitute a consent to, waiver
of, or excuse of any other, different or subsequent breach by the other party.
The failure of any party hereto at any time or times to require performance of
any provisions hereof shall in no manner affect its right to enforce such
provision at a later time. No waiver by any party hereto of any condition nor
the breach of any term, covenant or representation contained in this Agreement
whether by conduct or otherwise in any one or more instances shall be deemed to
be or construed as a further or continuing waiver of such condition or breach or
a waiver of any other condition or deemed to be or construed as the breach of
any other term, covenant or representation in this Agreement.

                  8.7. INTERPRETATION. The article and section headings
contained in this Agreement are for convenience of reference only and shall not
affect the meaning or interpretation of this Agreement. This Agreement is the
product of negotiations between the parties. In construing the terms hereof, no
presumption shall operate in either party's favor as a result of its counsel's
role in drafting the terms or provisions hereof.

                  8.8. ENTIRE AGREEMENT. This Agreement, together with the
Related Agreements, constitutes the entire understanding among the parties
relating to the subject matter hereof, and no amendment or modification to this
Agreement shall be valid or binding upon the parties unless made in writing and
signed by the representatives of such parties.

                  8.9. COUNTERPARTS. This Agreement and any amendments hereto
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together will constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be as effective as delivery of a manually executed counterpart
of this Agreement.

                  8.10. DISPUTE RESOLUTION. The parties agree that, other than
as set forth in Section 5.3 hereof, unresolved disputes between them relating to
this Agreement shall be resolved in accordance with Article XII of the Operating
Agreement.



                                       14
<PAGE>   18
          Confidential Materials omitted and filed separately with the
         Securities and Exchange Commission. Asterisks denote omissions.


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives as of the day and year
first written above.

                     NOVEN PHARMACEUTICALS, INC.


                     By:                   /s/ James B. Messiry
                              -------------------------------------------------
                              Name:  James B. Messiry
                              Title: Vice President and Chief Financial
                                     Officer

                     VIVELLE VENTURES LLC


                     By:                   /s/ Robert C. Strauss
                              -------------------------------------------------
                              Name:  Robert C. Strauss
                              Title: President




                                       15
</TEXT>
</DOCUMENT>
