ASSET PURCHASE AGREEMENT


          THIS ASSET PURCHASE  AGREEMENT (this  "Agreement") is made and entered
into on October  30, 1997 by and between  Hoffmann-La  Roche Inc.,  a New Jersey
corporation,  with offices at 340  Kingsland  Street,  Nutley,  New Jersey 07110
("Seller") on the one hand and ICN Pharmaceuticals, Inc., a Delaware corporation
with offices at ICN Plaza,  3300 Hyland  Avenue,  Costa Mesa,  California  92626
("Buyer").

          This Agreement sets forth the terms and conditions upon which Buyer is
purchasing from Seller and Seller is selling to Buyer the Assets (as hereinafter
defined).

          NOW THEREFORE,  in consideration of the  representations,  warranties,
covenants and agreements set forth herein, the parties hereto agree as follows:


1.       DEFINITIONS


          1.1 "Active  Ingredient" means the  pharmaceutical  compounds known by
the chemical names fluorouracil, edrophonium chloride and levorphanol tartrate.


          1.2  "Affiliate"  of a party means any  corporation  or other business
entity controlled by,  controlling or under common control with, such party. For
this purpose  "control"  shall mean direct or indirect  beneficial  ownership of
more than fifty percent (50%) of the voting  securities of or income interest in
such corporation or other business entity;  provided,  however,  that Genentech,
Inc.,  with  offices  located  at 460  Point  San  Bruno  Boulevard,  South  San
Francisco, California, 94080, shall not be considered an Affiliate of Seller.

          1.3 "Assets" has the meaning ascribed to such term in Article 2.

          1.4  "Assigned  Agreements"  has the meaning  ascribed to such term in
Section 2.5.

          1.5 "Buyer Indemnifiable Claims" has the meaning ascribed to such term
in Section 12.1.

          1.6 "Buyer Labeling" means the printed labels,  labeling and packaging
materials,  including printed carton,  container label and package inserts, used
by Buyer and bearing Buyer's name for each Product.

          1.7  "cGMP's"  means the  then-current  Good  Manufacturing  Practices
applicable to the  manufacture of  pharmaceutical  products for human use in the
United States in accordance with FDA regulations.

          1.8 "Closing" has the meaning ascribed to such term in Section 10.1.

          1.9  "Closing  Date" has the meaning  ascribed to such term in Section
10.1.

          1.10 "Closing Time" means 12:01 a.m. on the date of Closing.

          1.11 "Confidentiality Agreement" has the meaning ascribed to such term
in Section 11.2.

          1.12  "Copyrights"  has the  meaning  ascribed to such term in Section
2.1.

          1.13  "Damages"  has the  meaning  ascribed  to such  term in  Section
12.1.1.

          1.14 "Data Bank  Documents"  has the meaning  ascribed to such term in
Section 2.7.

          1.15  "Disclosure  Schedule" means the disclosure  schedule  delivered
prior  to the  Effective  Date to  Buyer  by  Seller  or to  Seller  by Buyer in
connection  with  this  Agreement.  The  sections  of  the  Disclosure  Schedule
correspond to the sections of this Agreement,  but information  disclosed in any
section of the  Disclosure  Schedule  shall be deemed to be  disclosed as to all
relevant sections of this Agreement,  except as otherwise  specifically provided
herein.

          1.16 "DOJ" means the United States Department of Justice.

          1.17 "Effective Date" means the execution date of this Agreement.

          1.18 "FDA" means the United States Food and Drug Administration.

          1.19 "FTC" means the United States Federal Trade Commission.

          1.20 "HSR Act" means the Hart-Scott-Rodino  Antitrust Improvements Act
of 1976, as amended, and the rules and regulations thereunder.

          1.21  "Indemnified  Party" has the  meaning  ascribed  to such term in
Section 12.3.

          1.22  "Indemnifying  Party" has the  meaning  ascribed to such term in
Section 12.3.

          1.23  "Intellectual  Property"  means the patents,  the Know-How,  the
Trademarks, and the Copyrights.

          1.24 "Inventory" has the meaning ascribed to such term in Section 2.4.

          1.25  "Inventory  Statement" has the meaning  ascribed to such term in
Section 9.3.1.

          1.26 "Know-How" has the meaning ascribed to such term in Section 2.4.

          1.27 "Law"  means any  federal,  state,  foreign,  local or other law,
ordinance,  rule, regulation,  or governmental requirement or restriction of any
kind, and any rules, regulations, and orders promulgated thereunder.

          1.28 "Material  Adverse Effect" means a material adverse effect on the
Assets, taken as a whole.

          1.29 "NDA"  means a New Drug  Application,  as such term is defined by
the FDA.

          1.30 "Patent Rights" means any patents or patent  applications and any
and  all  divisions,   continuations,   continuations-in-part,   reexaminations,
reissues, extensions, pending or granted supplementary protection, certificates,
substitutions, confirmations, registrations, revalidations, revisions, additions
and the like, of or to said patents and patent applications.

          1.31 "Products" means the finished  pharmaceutical  products set forth
in the Registrations, including all dosage size and forms thereof.

          1.32 "Product Transfer Date" shall mean October 1, 1997.

          1.33  "Registrations" has the meaning ascribed to such term in Section
2.2

          1.34  "Schedule"  means a schedule  included as part of the Disclosure
Schedule.

          1.35 "Seller  Indemnifiable  Claims" has the meaning  ascribed to such
term in Section 12.2.

          1.36  "Seller  Labeling"  means  the  printed  labels,   labeling  and
packaging  materials,  including  printed  carton,  container  label and package
inserts, currently used by Seller or its Affiliates for the Product.

          1.37 "Seller  Process"  means,  for each  Product,  the  manufacturing
process approved in the NDA for such Product.

          1.38 "Seller Supply Agreement" means the Supply Agreement entered into
on the  Effective  Date between  Seller and Buyer  concerning  the supply of the
Product.

          1.39  "Territory"  means  the  United  States  of  America,   and  its
possessions,  including  the  Commonwealth  of Puerto Rico and the United States
Virgin Islands.

          1.40  "Trademarks"  has the  meaning  ascribed to such term in Section
2.1.

<PAGE>


2.       ASSETS BEING SOLD

          Subject to the terms and  conditions  of this  Agreement,  at Closing,
Seller shall sell, transfer, assign, convey and deliver to Buyer, its successors
and assigns forever,  all of the right,  title, and interest of Seller in and to
the assets listed below in the Territory (collectively,  the "Assets") and Buyer
shall  assume  all of the right,  title,  and  interest  of Seller in and to the
Assets and, all of the liabilities,  obligations and responsibilities associated
therewith.  Except as expressly stated herein,  Seller does not intend to convey
and Buyer does not intend to purchase the right, title and interest of Seller in
and to any assets  not  listed in this  Article 2 or which may be outside of the
Territory, or the obligations and responsibilities associated therewith.

          2.1  Trademarks.   The   trademark/service   mark   registrations  and
applications  that are set forth on Schedule 2.1 and the goodwill  symbolized by
such  trademarks/service  marks (the  "Trademarks") , and any copyrights and any
unregistered  trade dress that are owned by Seller which are  associated  solely
with the  Products  and used by  Seller  solely on or in  association  with such
Products   (the    "Copyrights").    "Trademarks"    shall   not   include   any
trademark/service marks outside of the Territory that are the same as or similar
to the  Trademarks or the right to register any such  trademarks-service  marks.
Neither  "Trademarks" nor "Copyrights" shall include  copyrights,  service marks
and trade dress used outside the Territory or that are primarily associated with
the divisions, companies or corporate entities of either Roche Products, Inc. or
Hoffmann-La Roche Inc., or their distributors or Affiliates.

          2.2 Registrations. The NDAs that are set forth on Schedule 2.2 and the
regulatory files relating thereto (the "Registrations");

          2.3 Manufacturing Technology and Know-How.

          2.3.1. The  manufacturing  technology and know-how that is exclusively
used in the  pharmaceutical  manufacturing  of the  Products,  including but not
limited to the Seller Processes,  specifications  and test methods for Products,
raw  material,   packaging,   stability  and  other  applicable  specifications,
manufacturing and packaging  instructions,  master formula,  validation  reports
(process,  analytical  methods and cleaning) to the extent available,  stability
data, analytical methods,  records of complaints,  annual product reviews to the
extent  available,  and other master  documents  necessary for the  manufacture,
control, and release of the Product as conducted by, or on behalf of Seller (the
"Know-How");

          2.3.2   A   non-exclusive,   perpetual,   paid-up,   irrevocable   and
royalty-free  license,  with the right to sublicense,  to use any pharmaceutical
manufacturing   technology   and  know-how   that  are   necessary  or  used  in
manufacturing  any Product (but not exclusively  used therein) with such license
being restricted to use for purposes of manufacturing, using or selling Products
only in the Territory.  In no event shall "Know-How"  include any pharmaceutical
manufacturing  technology and know-how relating to the manufacture,  use or sale
of products other than as specified herein.

          2.4  Inventory.

          2.4.1  The  inventory  consisting  of the  Products  that are owned by
Seller and that have been approved by the Parties as meeting  specifications and
otherwise  saleable in the ordinary and normal  course of business as of October
1, 1997,  the  quantity  and the  location  of which shall be agreed upon by the
parties prior to Closing.  "Inventory"  shall be as described in Schedule  2.4.1
and shall not  include  Products  that  have  been  shipped  from the plant or a
warehouse directly to distributors,  wholesalers,  or customers prior to October
1, 1997.  Subject to Article 3, Inventory shall be shipped FOB Seller's location
to a  destination  designated  by Buyer in writing  on or before  Closing By the
closing date a physical  inventory will be provided by Seller of finished goods.
The October 1 inventory shall be calculated based on this closing date inventory
plus units sold in October  and  November,  less units  produced  in October and
November and adjusted for any units destroyed or samples  distributed in October
and November.

          2.5 Assigned Agreements .

          2.5.1  Trademark  Agreements.  All of the  Seller's  rights,  and  all
liabilities,  obligations and responsibilities  associated with those agreements
set forth on Schedule 2.5.1 but only to the extent such agreements relate to the
Trademarks.

          2.6  Manufacturing  Information.   Accurate  and  complete  copies  of
Seller's  Manufacturing  Worksheets and copies of Seller's Manufacturing Quality
Assurance  Notebooks  to the extent  available,  as well as  relevant  packaging
information.

          2.7 Data Bank  Documents.  The right to obtain copies of and reference
the animal  toxicology,  animal  mutagenicity,  human  clinical  study and final
reports, and drug monograph/investigator  brochures, listed on Schedule 2.7 (the
"Data Bank Documents").

          2.8 Worldwide Safety Reports. A hard copy of Seller's Worldwide Safety
Reports with respect to Products,  but Buyer shall have all  responsibility  and
shall pay all costs  associated with  converting  such Worldwide  Safety Reports
into the format from which Buyer can access that information.

          2.9 Marketing Information.  Copies of current and past advertising and
promotional  materials,  to the  extent  that  they  relate  exclusively  to the
Products, with the understanding that Buyer will reformat same to substitute its
name for that of HLR or RPI as the case may be.

          2.10 Patent  Rights All patent  rights to those  patents  that are set
forth on Schedule 2.10, and the relevant files related thereto.



<PAGE>


3.       PURCHASE PRICE

          3.1  Purchase  Price.  Subject  to the  terms and  conditions  of this
Agreement,  in  reliance  on  the  representations,  warranties,  covenants  and
agreements of the Seller  contained  herein,  and in  consideration of the sale,
conveyance,  assignment,  transfer  and  delivery of the Assets  provided for in
Article 2 hereof,  Buyer will deliver at Closing the Purchase Price,  consisting
of United  States  fifty-one  million one  hundred  eight  thousand  dollars (US
$51,108,000).  On request of Seller,  the Parties  shall  consult not later than
five (5) days prior to Closing to define the mode of payment.

          3.2 Inventory.  In addition to the Purchase Price,  any finished goods
Inventory in the Inventory  Statement shall be purchased by Buyer from Seller at
the price per unit as set forth in Schedule  3.2.  Payment  shall be made within
sixty (60) days of Closing.


4.       REPRESENTATIONS AND WARRANTIES OF SELLER

          Except  as set forth on the  Disclosure  Schedule  attached  hereto as
Schedule 4, Seller hereby represents and warrants to the Buyer as follows:

          4.1  Organization.  Seller is a corporation  duly  organized,  validly
existing  and in good  standing  under  the laws of the New  Jersey,  with  full
corporate  power and  authority  to  consummate  the  transactions  contemplated
hereby.

          4.2 Authority.  The execution and delivery of this Agreement,  and the
Supply Agreement, (collectively, the "Transaction Agreements") by Seller and the
consummation  and  performance  of  the  transactions  contemplated  hereby  and
thereby,  have been duly and validly  authorized by all necessary  corporate and
other  proceedings,  and  each  of the  Transaction  Agreements  has  been  duly
authorized,  executed,  and delivered by Seller and, assuming the enforceability
against Buyer,  constitutes the legal,  valid and binding  obligation of Seller,
enforceable in accordance with its terms,  except as enforcement  thereof may be
limited by general principles of equity and the effect of applicable bankruptcy,
insolvency, moratorium and other similar laws of general application relating to
or affecting  creditors' rights generally,  including,  without limitation,  the
effect  of  statutory  or  other  laws  regarding  fraudulent   conveyances  and
preferential transfers.

          4.3 Title to Assets.  Except as set forth in Schedule 4.3,  Seller has
good and marketable title to all the Assets it is obligated to convey hereunder,
and will convey good and marketable title at Closing,  free and clear of any and
all  liens,  encumbrances,  charges,  claims,  restrictions,  pledges,  security
interests, or impositions of any kind (including those of secured parties). None
of the Assets is leased, rented, licensed, or otherwise not owned by Seller.

          4.4 No  Violation  or  Conflict . The  execution  and  delivery of the
Transaction  Agreements  by  Seller  and  the  performance  of  the  Transaction
Agreements  (and  the  transactions   contemplated  herein)  by  Seller  or  its
Affiliates  (a) will not conflict  with,  violate or  constitute  or result in a
default under any Law, judgment, order, decree, the certificate of incorporation
or bylaws of Seller,  or any material contract or agreement to which Seller is a
party or by which  Seller is bound,  except  for any  conflicts,  violations  or
defaults that are not, singly or in the aggregate,  material to Seller's ability
to consummate the transactions  contemplated  hereby, and (b) will not result in
the  creation  or  imposition  of any lien,  charge,  mortgage,  claim,  pledge,
security interest,  restriction or encumbrance of any kind on, or liability with
respect  to,  the  Assets  except as  otherwise  provided  herein  or  otherwise
disclosed on the Disclosure Schedule.

          4.5  Registrations.  The  Registrations  are  the  only  registrations
currently  required by the FDA to sell and market the Products in the Territory.
All registrations listed on Schedule 2.2 are valid and held by Seller.

         4.6   Inventory.   As  of  Closing,   the  Inventory   shall  meet  the
specifications  therefor  as set forth in the  manufacturing  documentation  and
Registrations.  The Inventory  will be in good  condition,  properly  stored and
usable and saleble in the  ordinary  course of  business.  The  Inventory  to be
purchased  by Buyer  shall in each  case be  sufficient  to  maintain  a running
business  for ninety (90) days.  Since  January 1, 1997,  Seller has not made or
instituted  any  unusual  or  novel  method  of  sale  concerning  the  Products
inconsistent with past practices.

          4.7 Taxes.  As of  Closing,  there will be no liens for taxes upon the
Assets except for liens for current taxes not yet due and payable.

          4.8  Absence of Certain  Changes.  As of the date hereof and as of the
Closing Date and except as otherwise disclosed on the Disclosure Schedule, there
has not been any material  adverse  change in the Assets and Seller is not aware
of any facts, circumstances,  or proposed or contemplated events that would have
a Material Adverse Effect after Closing.

          4.9  Violations  of Law. The use of the Assets (i) does not violate or
conflict with any Law, any decree,  judgment,  order, or similar  restriction in
the  Territory  in any  material  respect,  and  (ii) to the  best  of  Seller's
knowledge,  has not been the  subject  of an  investigation  or  inquiry  by any
governmental agency or authority regarding violations or alleged violations,  or
found by any such agency or authority to be in violation, of any Law, other than
investigations,  inquiries or findings that have not had, or are not  reasonably
likely to have, a Material Adverse Effect.

          4.10  Restrictions  . Except as listed or described on the  Disclosure
Schedule,  and except for consents the failure of which to obtain would not have
a Material Adverse Effect, no consent,  approval,  order or authorization of, or
registration, declaration or filing with, any governmental agency is required to
be  obtained  or made by or with  respect  to  Seller  in  connection  with  the
execution and delivery of this Agreement by Seller or the  consummation by it of
the  transactions  contemplated  hereby to be  consummated by it, except for the
filing of a pre-merger notification report under the HSR Act.

          4.11 Litigation.  Except as set forth in the Disclosure Schedule,  the
Assets  are not  the  subject  of (i) any  outstanding  judgment,  order,  writ,
injunction or decree of, or settlement agreement with, any person,  corporation,
business entity, court,  arbitrator or administrative or governmental  authority
or agency,  limiting,  restricting  or affecting  the Assets in a way that would
have a Material Adverse Effect, or (ii) to the best of Seller's  knowledge,  any
pending or threatened claim, suit, proceeding, charge, inquiry, investigation or
action of any kind,  and (iii) any court suits filed with respect to the Product
since January 1, 1991. To the best of Seller's  knowledge,  there are no claims,
actions,  suits,  proceedings  or  investigations  pending or  threatened  by or
against Seller with respect to the transactions  contemplated  hereby, at law or
in equity or before or by any federal,  state,  municipal or other  governmental
department, commission, board, agency, instrumentality or authority.

          4.12 Limitation of Warranty and Disclaimers.  Seller will not and does
not  warrant  that  owners of  products  that are  substantially  similar  to or
identical  with the Products will not attempt to register and sell such products
in  the  Territory.  Seller  makes  no  representation  or  warranty  as to  the
prospects,  financial or otherwise,  of marketing the Products in the Territory.
EXCEPT  AS  OTHERWISE  SET  FORTH IN THIS  AGREEMENT  OR ANY  OTHER  TRANSACTION
AGREEMENT:  (A) SELLER MAKES NO WARRANTY OF MERCHANTABILITY OF ANY OF THE ASSETS
OR OF THE FITNESS OF ANY OF THE ASSETS FOR ANY  PURPOSE,  AND (B) THE ASSETS ARE
TO BE SOLD PURSUANT TO THIS AGREEMENT IN AN "AS IS" CONDITION.

          4.13 Sales.  Net sales of Efudex in the  territory for the twelve (12)
month period ending September 30, 1997 shall be no less than US $14,119,000.

          4.14 Trademarks.  Seller owns the Trademarks set forth in Schedule 2.1
which are formally registered. All Trademarks registrations set forth in Section
2.1 have been duly issued and have not been  canceled,  abandoned  or  otherwise
terminated  to the best  knowledge  of Seller.  Seller shall not be obligated to
maintain any Trademark after the Closing.

          4.15 No Infringement of Third Party Rights. Except as set forth herein
or in the  Disclosure  Schedule,  the  use  of the  Products  by  Seller  in the
Territory does not infringe any third party rights.


5.       REPRESENTATIONS AND WARRANTIES OF BUYER

          Except  as set forth on the  Disclosure  Schedule  attached  hereto as
Schedule 5, Buyer hereby represents and warrants to Seller as follows:

          5.1  Organization.  Buyer is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Delaware, with full
corporate  power and  authority  to  consummate  the  transactions  contemplated
hereby.

          5.2 Authority.  The execution and delivery of this Agreement by Buyer,
and the consummation and performance of the  transactions  contemplated  hereby,
have been duly and  validly  authorized  by all  necessary  corporate  and other
proceedings,  and  this  Agreement  has  been  duly  authorized,  executed,  and
delivered by Buyer and, assuming the enforceability against Seller,  constitutes
the legal, valid and binding obligation of Buyer, enforceable in accordance with
its terms, except as enforcement thereof may be limited by general principles of
equity and the effect of applicable bankruptcy, insolvency, moratorium and other
similar laws of general application  relating to or affecting  creditors' rights
generally,  including, without limitation, the effect of statutory or other laws
regarding fraudulent conveyances and preferential transfers.

          5.3 Binding  Effect.  Each of the  Transaction  Agreements  will, when
delivered at the Closing,  have been duly authorized,  executed and delivered by
Buyer and,  assuming the  enforceability  against Seller,  constitute the legal,
valid and binding  obligation of Buyer,  enforceable  in  accordance  with their
respective  terms,  except as  enforcement  thereof  may be  limited  by general
principles  of equity  and the  effect  of  applicable  bankruptcy,  insolvency,
moratorium  and  other  similar  laws  of  general  application  relating  to or
affecting creditors' rights generally, including, without limitation, the effect
of statutory or other laws regarding  fraudulent  conveyances  and  preferential
transfers.

          5.4 No  Violation  or  Conflict.  The  execution  and  delivery of the
Transaction   Agreements  by  Buyer  and  the  performance  of  the  Transaction
Agreements (and the transactions  contemplated  herein) by Buyer do not and will
not conflict  with,  violate or constitute or result in a default under any Law,
judgment,  order,  decree,  the articles of incorporation or bylaws of Buyer, or
any  material  contract or agreement to which Buyer is a party or by which Buyer
is bound.

          5.5 No  Government  Restrictions.  Except for  consents the failure of
which to obtain would not have a Material Adverse Effect, no consent,  approval,
order or  authorization  of, or  registration,  declaration  or filing with, any
governmental  agency is required  to be  obtained or made by or with  respect to
Buyer in connection  with the execution and delivery of this  Agreement by Buyer
or  the  consummation  by it  of  the  transactions  contemplated  hereby  to be
consummated  by it,  except for the filing of a pre-merger  notification  report
under the HSR Act.

          5.6 Litigation.  There are no claims, actions,  suits,  proceedings or
investigations  pending or  threatened  by or against  Buyer with respect to the
transactions  contemplated  hereby,  at law or in  equity  or  before  or by any
federal, state, municipal or other governmental department,  commission,  board,
agency, instrumentality or authority.




<PAGE>


6.       SELLER'S COVENANTS

          6.1 Use of Assets . Seller agrees that from the  Effective  Date until
the Closing Date that,  except as  specifically  disclosed in Schedule 6.1 as of
the Effective Date or unless otherwise consented to by Buyer in writing,  Seller
shall:

          6.1.1 maintain the Assets in good status and condition normal wear and
tear  excepted and not sell or dispose of any Assets  except sales of Product in
the ordinary course of business;

          6.1.2 not make or institute  any unusual or novel methods of purchase,
sale,  management,  operation,  or other  business  practice  with regard to the
Assets;

          6.1.3 not enter into any material  contract or  commitment,  engage in
any  transaction,  extend  credit or incur any  obligation  with  respect to the
Assets, outside of the ordinary course of business;

          6.1.4  not  engage  in  any  special   pricing,   rebate,   allowance,
promotional or marketing  programs  inconsistent  with past practices or for the
purpose of maintaining  customer  inventory levels of Product in excess of those
levels maintained in the past; and

          6.1.5  promptly  inform  Buyer of any change in the Assets  that could
have a Material Adverse Effect.

          6.1.6  not act or omit to take any act  which  will  cause a  material
breach of any agreement impacting the Assets which would have a Material Adverse
Effect.

          6.1.7  maintain  insurance  covering the Assets in such amounts and of
such kinds as are comparable to that in effect on the date of this Agreement, if
any;

          6.1.8  shall not incur any  indebtedness  or  liability  which will or
likely would create a lien or other encumbrance against any of the Assets;

          6.2  Compliance  with  Laws.  Except  as  otherwise  disclosed  on the
Disclosure Schedule,  Seller shall comply or begin to remedy such non-compliance
upon  notification  thereof in all material respects with all Laws and orders of
any court or federal,  state, local or other  governmental  entity applicable to
the Assets  except where such  non-compliance  will not have a Material  Adverse
Effect.

          6.3  Disclosure  Supplements.  From time to time prior to the  Closing
Date, Seller will promptly inform Buyer, in writing,  with respect to any matter
that may arise hereafter and that, if existing or occurring prior to the Closing
Date,  would have been  required to be set forth or  described  herein or in the
Disclosure Schedule.

          6.4 Access.  From and after the date hereof and up to Closing  (except
as otherwise provided herein),  Buyer and its authorized agents,  officers,  and
representatives  shall have access to the Assets  during normal  business  hours
upon  reasonable  prior  notice and at a time and manner  mutually  agreed  upon
between Buyer and Seller in order to conduct such examination and  investigation
of the Assets as is reasonably necessary,  provided that such examinations shall
not unreasonably interfere with Seller's operations and activities.

          6.5 Further  Assurances.  Seller shall use all  reasonable  efforts to
implement the provisions of this Agreement,  and for such purpose Seller, at the
request of Buyer,  at or after Closing,  will,  without  further  consideration,
execute  and  deliver,  or cause to be  executed  and  delivered,  to Buyer such
contract assignments,  bills of sale, consents and other instruments in addition
to  those  required  by  this  Agreement,   in  form  and  substance  reasonably
satisfactory  to Buyer,  as Buyer may reasonably  deem necessary or desirable to
implement any provision of this Agreement.

          6.6 Non-Compete:  Except for products  currently marketed by Seller or
its  affiliates,  Seller  covenants  and agrees  that for a period of five years
following  the  Closing  Date,  neither  Seller nor any of its  Affiliates  will
directly or indirectly engage in the Territory in the manufacture, marketing and
distribution  of products  having  both the same  chemical  substance  and being
promoted  for  the  same  indication  as the  Products  (hereinafter  "Competing
Products").  Should,  during the aforesaid five year period, either Seller or an
Affiliate  of Seller  as a  consequence  of an  acquisition  of a  company  or a
business  acquire any  Competing  Products,  Buyer shall have the right of first
refusal to acquire  such  Competing  Products  from Seller or its  Affiliate  at
conditions to be  negotiated in good faith.  Should Buyer not exercise its right
of first refusal or should  subsequently  held  negotiations  between Seller and
Buyer  fail,  Seller  shall  make good  faith-efforts  to divest  the  Competing
Products to a third party.

          6.7 Audit:  Seller shall engage reputable auditors to conduct an audit
of the  Products  and the  Assets  transferred  under this  Agreement,  which is
required under  Regulation S-X of the U.S.  Securities and Exchange  Commission,
which audit will be completed and delivered to Buyer within seventy (70) days of
the Closing Date. The cost of the audit shall be the obligation of Seller.


7.       BUYER'S COVENANTS

          7.1 Buyer Labeling.  Following Closing, Buyer shall at its own expense
and as expeditiously as possible use all reasonable efforts to notify FDA of the
transfer and to obtain such FDA approvals  necessary for Buyer Labeling for each
Product.

          7.2  Further  Assurances.  Buyer shall use all  reasonable  efforts to
implement the provisions of this  Agreement,  and for such purpose Buyer, at the
request of Seller,  at or after Closing,  will,  without further  consideration,
execute and  deliver,  or cause to be  executed  and  delivered,  to Seller such
consents and other  instruments in addition to those required by this Agreement,
in  form  and  substance  reasonably  satisfactory  to  Seller,  as  Seller  may
reasonably  deem  necessary  or desirable  to  implement  any  provision of this
Agreement.

          7.3 Taxes.  Buyer  covenants  and agrees to pay on a timely  basis all
federal,  state and local sales,  transfer and use taxes and customs duties with
respect to the sale and purchase of the Assets, and Buyer covenants to reimburse
Seller  for any such taxes and  duties  for which  Seller is liable for  payment
within  twenty  (20)  business  days of  receiving  notice  from  Seller of such
payment.

          7.4  Operational  Changes.  Buyer  shall  not  engage  in any  special
pricing,  rebate  allowance,  promotional  or marketing  program or  activities,
special  returns  policy or special  restocking  program  that would  impact the
normal  course or level of expected  returns with respect to Products sold prior
to Closing.


8.       COVENANTS BY BUYER AND SELLER

          8.1  Technology  Transfer.  Buyer and Seller  shall work  together  to
commence transfer of the Know-How to Buyer promptly after Closing.  Seller shall
use all  reasonable  efforts  to assist  Buyer in  assuming  manufacture  of the
Products,  provided,  however,  that Seller  cannot  ensure  Buyer's  ability to
successfully  manufacture  the  Products.  Seller  shall have no  obligation  to
provide   manufacturing  support  for  any  Product  and  Seller  shall  not  be
responsible  for any  delay  and other  consequences,  if Buyer  elects to use a
process that is materially  different from a Roche  Process.  If Buyer elects to
transfer a Roche  Process,  Seller shall provide  reasonable  access to Seller's
manufacturing  facilities  and  for  a  period  of  up  to  two  years  up to 25
(twenty-five)  total man-days of technical support  free-of-charge.  Thereafter,
Buyer shall reimburse Seller for providing such technical assistance at Seller's
then-standard hourly charge for rendering technical assistance,  which as of the
date of this  Agreement  is US$ 150.00  (one  hundred  and fifty  United  States
Dollars) per hour, plus all reasonable out-of-pocket expenses incurred by Seller
in  rendering  such   assistance.   Seller's   obligation  to  provide  hands-on
manufacturing support for a transferred Product shall cease following successful
manufacture of the registration batch for such Product.

          8.2  Supply  Agreement  .  Buyer  and  Seller,   or  their  respective
affiliates shall on or before Closing enter into the Supply  Agreement  attached
hereto as Exhibit A.

          8.3 Stability Studies. As soon as possible following execution of this
Agreement,  Buyer shall qualify  appropriate  testing sites for future stability
studies. Seller shall continue through completion all on-going stability studies
for the  Products  and  provide  Buyer  with  copies  of the  resulting  data as
available.

          8.4 Labeling. In accordance with Section 7.1, Buyer is responsible for
having  Buyer  Labeling  submitted  to the  FDA as soon  as  possible  following
Closing. Buyer may use the Seller Labeling on the Inventory until such Inventory
is  exhausted.  In addition,  Buyer may use the Seller  Labeling on each Product
manufactured by Seller or its Affiliates for Buyer until the earlier of the date
(i) the FDA approves the Buyer Labeling for use on such Product and Buyer, using
all reasonable efforts,  has obtained sufficient supplies of materials with such
Labeling  for use on such  Product,  or (ii) six (6) months  following  Closing,
provided,  however,  if at the end of such six (6) month  period the FDA has not
yet  approved  the  Buyer  Labeling,  then such six (6)  month  period  shall be
extended  for a period of time to be mutually  agreed by the parties  reasonably
required to obtain such approval, but in no event greater than an additional six
(6) months.

          8.5  Use of  Seller  Trademarks.  Other  than  the  use of the  Seller
Labeling as set forth in Section 8.4, or with respect to the  Trademarks,  Buyer
shall not have the right to use any trademarks,  tradenames,  or logos of Seller
without  Seller's  consent,  and any such  use must be  approved  by  Seller  in
advance.

          8.6 Customers.  All contracts governing the Products with customers of
Seller or  Seller's  Affiliates  shall be  terminated  as to the  Products  upon
expiration of the applicable  notice period,  and customers shall be notified of
that  termination  upon Closing.  Seller shall provide  updated  information  to
assist Buyer in quantifying the impact of these terminations, provided, however,
no pricing  information  will be  exchanged.  Seller shall provide all necessary
information  (except pricing  information)  regarding customers and contracts to
Buyer to assist in Buyer's determination of whether to enter into new contracts.

          8.7  Assignment  of  Trademarks.  At or prior to Closing,  Buyer shall
prepare  and  Seller  shall  execute  such  assignment  documents  as Buyer  may
reasonably  request in order to record the  assignment  of the  Trademarks.  The
responsibility  and expense of filing such  documents  and any actions  required
ancillary  thereto,  shall be borne  solely by Buyer.  Notwithstanding  anything
contained elsewhere herein,  Buyer shall hold Seller and its Affiliates harmless
from  and  against  any  loss or  damage,  including  but not  limited  to fees,
penalties,  fines or third party  claims,  due to Buyer's  failure to record any
assignment of any such Trademarks  pursuant to this  subsection,  except if such
loss or damage is due to the conduct of the Seller.

          8.8  Transfer of  Registrations.  At Closing,  Buyer and Seller  shall
execute such documents as Buyer may reasonably  request in order to transfer the
Registrations.  Buyer shall pay any user fees  associated  with any Product that
accrue after Closing,  including user fees that accrue prior to transfer of such
Registrations.  Notwithstanding anything contained elsewhere herein, Buyer shall
hold  Seller and its  Affiliates  harmless  from and against any loss or damage,
including but not limited to fees,  penalties,  fines or third party claims, due
to Buyer's failure to file any Registration pursuant to this subsection,  except
if such loss or damage is due to the conduct of the Seller.

          8.9 Access to  Information.  Buyer and Seller  will,  upon  reasonable
prior  notice,  make  available to the other party such  information  or records
relating to the Assets which is in its possession  after Closing,  to the extent
reasonably  required  for the  purpose  of  assisting  the  other  party  in the
preparation of tax returns relating to the Assets,  and prosecuting or defending
or  preparing  for the  prosecution  or  defense  of any  action,  suit,  claim,
complaint, proceeding or investigation at any time brought by or pending against
Seller or Buyer  relating  to the Assets , other than in the case of  litigation
between the parties hereto,  such  information or records (or copies thereof) in
their  possession  after  Closing  (except if such  information  or records  are
protected by the  attorney-client  privilege  and the  provision  thereof  would
destroy  such  privilege).  Buyer and Seller  shall also provide each other with
periodic drug safety updates and other information  related to the Products,  as
more  specifically set forth in Schedule 8.9 for so long as each party continues
to manufacture and sell products containing the Active Ingredient.

          8.10 Customer Information. Buyer and Seller shall agree on the text of
a joint announcement informing the customers in the Territory of the transfer of
the Products to Buyer or its relevant  Affiliate.  Should it be appropriate  for
any party to make an announcement on its own, it will have to be approved by the
other party, which approval will not be unreasonably withheld or delayed.

          8.11  Press  Releases.  Neither  the  Seller  nor the  Buyer,  nor any
Affiliate thereof, will issue or cause publication of any press release or other
announcement  or public  communication  with  respect to this  Agreement  or the
transactions  contemplated hereby without the prior written consent of the other
party,  which  consent  will not be  unreasonably  withheld or  delayed.  Unless
otherwise required by applicable law, the Purchase Price shall not be disclosed.

         8.12     Government Filings.

          8.12.1 Within three (3) business days after the Effective Date,  Buyer
will,  and Seller will,  or will cause the ultimate  parent entity of Seller to,
make such  filings,  together  with a request for early  termination,  as may be
required by the HSR Act with  respect to the  consummation  of the  transactions
contemplated by this Agreement. Thereafter, Buyer will, and Seller will, or will
cause the ultimate parent entity of Seller to, each file or cause to be filed as
promptly as practicable  with the FTC and the DOJ any  supplemental  information
that may be  requested  pursuant to the HSR Act. All such filings will comply in
all material respects with the requirements of the HSR Act.

          8.12.2  Within three (3) business  days  following  the Closing  Date,
Seller shall notify the Health Care Financing  Administration of the transfer of
the ownership of the products to Buyer.

          8.13 Rebates.  Seller or its Affiliates  shall be responsible  for any
rebate  payments to  non-Affiliates  with  respect to the  Products,  whether by
agreements, government mandate or otherwise, for all Products dispensed prior to
the Product Transfer Date and for a period of thirty (30) days  thereafter,  and
Buyer shall be responsible for any rebate payments with respect to the Products,
whether  by  agreements,  government  mandate  or  otherwise,  for all  Products
dispensed on or after thirty (30) days following the Product Transfer Date. With
respect to  Products  dispensed  during the  calendar  quarter in which  Closing
occurs,  Seller shall be responsible  for making such rebate  payments,  but the
amount of such payments shall be prorated  between Buyer and Seller based on the
number of days  remaining in said quarter as of thirty (30) days  following  the
Product  Transfer  Date,  or the  end of that  calendar  quarter,  whichever  is
earlier.  If Seller or an  Affiliate  makes  payment  of rebates in its own name
(after the thirty day period above) due to governmental  requirements pertaining
to Products for which Buyer is responsible,  Buyer will reimburse  Seller or its
Affiliate  such amount within thirty (30) days  following the date Seller or its
Affiliate  notifies  Buyer that Seller or its Affiliate has made such  payments.
Buyer  reserves  the  right  to  request  Seller  to audit  at  Buyer's  expense
($150/hour) any particular  rebate charge to determine whether the rebate should
be charged to Buyer or Seller under the terms hereof.

          8.14  Contract  Chargebacks.  As of the  Closing  Date,  Seller or its
Affiliates  shall  notify all  parties  with  purchase  contracts  covering  the
Products that said contract will terminate as to the Product in accordance  with
its terms  which in no case  shall  exceed  sixty  (60)  days.  Seller  shall be
responsible  for all costs and expenses  with  respect to claims under  contract
chargebacks for the Product for chargeback  requests for Product with an invoice
date prior to Closing or during a period of sixty (60) days following Closing.

          8.15 Returns.  Following the Closing Date, Seller shall be responsible
for the cost and proper handling of all returns in connection with Products sold
under  Seller NDC code,  with the  exception  of the  Products  specified in the
Inventory  Statement,  and Buyer  shall be  responsible  for the cost and proper
handling of all returns in connection with Products sold under Buyer's NDC code,
as well as those lots of Product specified in Inventory Statement.

          8.16 Cooperation. Prior to the Closing Date, the parties agree to each
designate  a key  contact  person or persons  to work out  further  details  and
procedures as the need may arise for each subsection in Article 8. These contact
persons shall be guided by the principles in Article 8, and the parties agree to
good faith cooperation to share relevant  information in order to facilitate the
respective  Covenants  set forth in  Article  8. In the event the  Closing  Date
occurs in the middle of a calendar quarter,  the parties agree to cooperate with
each other to facilitate the timely filing of any necessary  government filings.
As part of this duty to cooperate,  Buyer agrees to devote sufficient  corporate
resources to this specialized field of rebates and chargebacks so that Seller is
not penalized in any way.


9.       CONDITIONS PRECEDENT TO CLOSING

          9.1 Conditions to Obligation of Buyer.  The obligations of Buyer under
this Agreement to complete the transactions  contemplated  hereby are subject to
the  satisfaction  on or prior to the Closing Date of the  following  conditions
(all or any of which may be waived in whole or in part by Buyer):

          9.1.1   Representations   and  Warranties.   The  representations  and
warranties  made by Seller in this Agreement shall have been true and correct in
all  material  respects as of the Closing Date with the same force and effect as
though said  representations  and  warranties had been made on the Closing Date,
except for  representations  and warranties made as of a specified  date,  which
will be true and correct in all respects as of the specified date.

          9.1.2  Performance.  Seller shall have  performed  and complied in all
material  respects with all agreements,  obligations and conditions  required by
this Agreement to be so performed or complied with by it prior to or at Closing.

          9.1.3 Third Party Approvals . All governmental approvals and any other
consents  or  approvals  of third  parties  necessary  for Seller to execute and
deliver this  Agreement and perform its  obligations  hereunder  shall have been
obtained and, in the case of any regulatory  approval  (including  under the HSR
Act), all notice and waiting  periods with respect thereto shall have expired or
terminated  and all  conditions  contained in any such  approval  required to be
satisfied prior to consummation of the  transactions  contemplated  hereby shall
have been  satisfied,  and Seller shall have  delivered to Buyer copies or other
evidence of such approvals.

          9.1.4 No Adverse Change.  During the period from the Effective Date to
the Closing  Date there shall not have  occurred or been  discovered,  and there
shall not exist on the  Closing  Date  except for that which has been  otherwise
disclosed  elsewhere  in  this  Agreement  or in the  Disclosure  Schedule,  any
condition or fact that would have a Material Adverse Effect.

          9.1.5  Officer's  Certificate.  Seller shall have delivered to Buyer a
certificate,  dated the  Closing  Date and  executed  by an  officer  of Seller,
certifying to the fulfillment of all conditions set forth in this Section 9.1.

          9.1.6  Certificate  of Good  Standing.  Seller shall have delivered to
Buyer a  certificate  of good  standing  for  Seller  issued by the State of New
Jersey and the Republic of Panama dated within  thirty (30)  business days prior
to the Closing Date ("Seller Certificate of Good Standing").

          9.1.7 Litigation. No investigation,  suit, action, or other proceeding
shall be  threatened  or pending  before any court or  governmental  agency that
seeks the restraint,  prohibition,  damages,  or other relief in connection with
this Agreement or the  consummation  of the  transactions  contemplated  by this
Agreement unless such action would not have a Material Adverse Effect.

          9.1.8  Delivery of Other  Documents.  Buyer shall have received (a) if
authorization  and approval of the Board of  Directors of Seller is required,  a
certified copy of the resolutions of the Board of Directors of Seller, in effect
as of the Closing Date,  authorizing  and approving the execution,  delivery and
performance  by  Seller  of this  Agreement  and (b) such  additional  documents
evidencing  or  certifying  satisfaction  of the  conditions  specified  in this
Section 9.1 as reasonably may be requested by Buyer.

          9.1.9  Proceedings  and  Instruments  Satisfactory.  All  proceedings,
corporate or other, to be taken in connection with the transactions contemplated
by this  Agreement,  and all  documents  incident  thereto,  shall be reasonably
satisfactory  in form and  substance  to Buyer and Buyer's  counsel,  and Seller
shall have made  available to Buyer for  examination  the  originals or true and
correct copies of all documents which Buyer may reasonably request in connection
with the transactions contemplated by this Agreement.

          9.2  Conditions to Obligations  of Seller.  The  obligations of Seller
under this Agreement to complete the transactions contemplated hereby at Closing
are subject to the satisfaction on or prior to the Closing Date of the following
conditions (all or any of which may be waived in whole or in part by Seller):

         9.2.1   Representations   and  Warranties.   The  representations  and
warranties  made by Buyer in this Agreement  shall have been true and correct in
all  material  respects as of the Closing Date with the same force and effect as
though said  representations  and  warranties had been made on the Closing Date,
except for  representations  and warranties made as of a specified  date,  which
will be true and correct in all respects as of the specified date.

          9.2.2  Performance.  Buyer shall have  performed  and  complied in all
material  respects with all agreements,  obligations and conditions  required by
this Agreement to be so performed or complied with by it prior to or at Closing.

          9.2.3 Third Party Approvals . All governmental approvals and any other
consents  or  approvals  of third  parties  necessary  for Buyer to execute  and
deliver this  Agreement and perform its  obligations  hereunder  shall have been
obtained and, in the case of any regulatory  approval  (including  under the HSR
Act), all notice and waiting  periods with respect thereto shall have expired or
terminated  and all  conditions  contained in any such  approval  required to be
satisfied prior to consummation of the  transactions  contemplated  hereby shall
have been  satisfied,  and Buyer shall have  delivered to Seller copies or other
evidence of such approvals.

          9.2.4  Officer's  Certificate.  Buyer shall have delivered to Seller a
certificate,  dated the date of  Closing  and  executed  by an officer of Buyer,
certifying to the fulfillment of all conditions specified in this Section 9.2.

          9.2.5  Certificate  of Good  Standing.  Buyer shall have  delivered to
Seller a certificate  of good standing for Buyer issued by the State of Delaware
dated  within  thirty  (30)  business  days prior to the  Closing  Date  ("Buyer
Certificate of Good Standing").

          9.2.6 Litigation. No investigation,  suit, action, or other proceeding
shall be  threatened  or pending  before any court or  governmental  agency that
seeks the restraint,  prohibition,  damages,  or other relief in connection with
this Agreement or the  consummation  of the  transactions  contemplated  by this
Agreement unless such action would not have a Material Adverse Effect.

          9.2.7  Delivery of Other  Documents.  Seller shall have received (a) a
certified copy of the  resolutions of the Board of Directors of Buyer, in effect
as of the Closing Date,  authorizing  and approving the execution,  delivery and
performance  by  Buyer  of this  Agreement  and (b)  such  additional  documents
evidencing  or  certifying  satisfaction  of the  conditions  specified  in this
Section 9.2 as reasonably may be requested by Seller.

          9.2.8  Proceedings  and  Instruments  Satisfactory.   Proceedings  and
Instruments  Satisfactory.  All proceedings,  corporate or other, to be taken in
connection  with  the  transactions  contemplated  by  this  Agreement,  and all
documents  incident  thereto,  shall  be  reasonably  satisfactory  in form  and
substance to Seller and Seller's counsel, and Buyer shall have made available to
Seller for examination the originals or true and correct copies of all documents
which  Seller  may  reasonably  request  in  connection  with  the  transactions
contemplated by this Agreement.

          9.3 Other  Conditions.  In  addition  to the  conditions  set forth in
Sections 9.1 and 9.2 above,  the  obligations  of the parties to be performed at
the Closing are subject to the  satisfaction  on or prior to the Closing Date of
the following conditions:

          9.3.1 Inventory Statement. Seller and Buyer shall have agreed upon and
delivered the Inventory  Statement described in Section 2.4 and Article 3 above,
which shall detail the Closing Inventory and any additional Inventory.

          9.3.2 Supply Agreement.  Seller and Buyer, or their Affiliates,  shall
have executed the Supply Agreement.


10.      THE CLOSING

          10.1  The  Closing  .  Subject  to  the  satisfaction  of  all  of the
conditions to each party's  obligations  set forth in Article 9 hereof (or, with
respect to any condition  not  satisfied,  the waiver in writing  thereof by the
party or parties for whose  benefit the  condition  exists),  the closing of the
transactions  contemplated by this Agreement (the "Closing") shall take place at
9:00  a.m.  (local  time)  as soon  as  possible  following  the  expiration  or
termination  of all required  waiting  periods  under the HSR Act or December 1,
1997,  whichever  is later (the  "Closing  Date") at the offices of Buyer or its
Affiliate or at such other time,  date and place as the parties hereto may agree
in writing.  The transfer of the Assets  shall be deemed to have  occurred as of
the Closing Time.

          10.2 Deliveries by Seller.  At Closing,  Seller shall deliver to Buyer
in form reasonably satisfactory to Buyer, each properly executed and dated as of
the Closing Date, where appropriate:

          10.2.1 A general conveyance of the Assets;

          10.2.2 Seller Certificate of Good Standing;

          10.2.3 Secretary's  Certificate certifying that the Board of Directors
of Seller has authorized this Agreement;

          10.2.4 Officer's Certificate described in Section 9.1.5;

          10.2.5  the  statement  of the  quantity  and  location  of  inventory
described in Section 2.4;

          10.2.6 completed disclosure schedules required hereunder;

          10.2.7 the Supply Agreement

          10.2.8 a receipt for the Purchase Price;

          10.2.9 the NDA's including all correspondence  with FDA related to the
Products; and

          10.2.10 transfer of ownership letters to FDA;

          10.3 Deliveries by Buyer. At Closing,  Buyer shall deliver or cause to
be delivered to Seller:

          10.3.1 The Initial  Purchase Price payable in accordance  with Article
3;

          10.3.2 Buyer Certificate of Good Standing;

          10.3.3 Secretary's  Certificate certifying that the Board of Directors
of Buyer has authorized this Agreement.

          10.3.4 Officer's Certificate described in Section 9.2.4; and

          10.3.5 the Supply Agreement with Seller,

          10.4 Effects of Closing.  Upon Closing the  ownership of the Assets as
well  as the  full  responsibility  for  the  use of the  Assets  and  the  full
responsibility for the conduct of the business  comprising the use of the Assets
shall pass from Seller to Buyer. Seller shall remain exclusively responsible for
the  conduct  of the  Business  prior to  Closing  (including  any  consequences
therefrom  which may  appear  after the  Closing).  Buyer  shall be  exclusively
responsible  for the conduct of the Business  from Closing.  Buyer  acknowledges
that as per the  Closing  the  product  liability  insurance  of Seller  and its
Affiliates will terminate and Buyer shall be responsible for proper insurance of
the product liability and other risks relating to the Products.

          Within  sixty (60) days of Closing,  Seller shall remit to Buyer a sum
representing  the net proceeds of sales to  customers  of the  Products  between
October 1, 1997 and  Closing.  This sum shall  account for  historical  rates of
product returns,  contract  chargebacks,  rebates and any other offsets on these
sales,  as  well  as  allow  Seller  a 5%  fee  for  distribution,  general  and
administrative and collection costs.

          At the Closing the License Agreement and the  Manufacturing  Agreement
between  Hoffmann-La  Roche Inc. ("HLR Inc.") and ICN., both dated July 1, 1988,
as well as the  related  Transfer  Agreement  between  HLR  Inc.  and ICN  dated
November 1, 1996  pertaining  to the transfer of the  manufacturing  of Tensilon
shall terminate with respect to Tensilon effective October 1, 1997 to the extent
superseded  by this  Agreement,  in  particular  the  license  and  the  royalty
provisions,  it being understood that the provisions  pertaining to the transfer
of the  manufacturing  from HLR Inc. to ICN shall continue to apply and that HLR
Inc. shall continue to supply  Tensilon to ICN until  completion of the transfer
of manufacturing  pursuant to the Transfer Agreement.  In the event that a third
party toll manufacturer  manufactures these Products for Hoffmann-La Roche Inc.,
the pertaining toll manufacturing  agreement(s) shall be assigned to and assumed
by Buyer at Closing  effective as per the  Effective  Date on the same terms now
existing,  provided  such  terms are  commercially  reasonable,  subject  to any
necessary consent of the toll manufacturer.

          Similarly,  at the  Closing  the  License  Agreement  and  the  Supply
Agreement  between  Hoffmann-La  Roche Limited ("Roche  Canada.") and ICN Canada
Limited ("ICN Canada"),  both dated July 1, 1988 shall terminate with respect to
Tensilon  effective  October 1, 1997 to the extent superseded by this Agreement,
in particular the license and the royalty  provisions,  it being understood that
Roche Canada or an Affiliate of Roche Canada shall  continue to supply  Tensilon
for the period provided by this Agreement.

          The Closing shall further have the other effects  provided for in this
Agreement.


11.      TERMINATION

          11.1  Termination.  This Agreement and the  transactions  contemplated
hereby may be terminated at any time prior to the Closing Date:

          11.1.1 By the mutual written consent of Seller and Buyer;

          11.1.2 By either  Seller or Buyer,  if Closing shall not have occurred
on or  before  March 1,  1998,  unless  such  date has been  extended  by mutual
agreement in writing;

          11.1.3 By either Seller or Buyer, if consummation of the  transactions
contemplated  hereby shall  violate any  non-appealable  final order,  decree or
judgment of any court or governmental agency having competent jurisdiction.

          11.1.4  By  either  Seller  or  Buyer if  there  has  been a  material
violation or breach by the other party of any of the agreements, representations
or warranties  contained in this  Agreement that has not been waived in writing,
or there has been a  material  failure of  satisfaction  of a  condition  to the
obligations  of the other party that has not been  waived in  writing,  and such
violation,  breach,  or  failure  has not been cured  within  sixty (60) days of
written notice to the other party, except that in no event shall either party be
required to Close if any of the conditions in Article 9 have not be satisfied;

          11.2 Effect of Termination.  If this Agreement is terminated  pursuant
to  Section  11.1,  all  further  obligations  of Seller  and Buyer  under  this
Agreement  shall terminate  without further  liability of Seller or Buyer except
for (a) the obligations of the parties under the  Confidentiality  Agreement and
(b) the  obligations  of Buyer and  Seller  under  Sections  8.13,  14 and 15.2.
Termination  shall not constitute a waiver by any party of any claim it may have
for damages caused by reason of a breach by the other party of a representation,
warranty, covenant or agreement hereunder.

12.      INDEMNIFICATION

          12.1 Remedy for Breach.

          12.1.1 General  Principle:  After the Closing,  the sole and exclusive
remedy of Buyer and Seller for any breach or inaccuracy of any representation or
warranty or any breach of any covenant  under this  Agreement by the other party
hereto shall be the indemnities contained in this Article 12.

          12.1.2  Notice:  Any claims  that a party may have  arising out of the
other  party's  breach  of its  representations  and  warranties  or breach of a
covenant  hereunder  shall be notified to the other  party  promptly,  but in no
event later than 90 (ninety) days after having reasonably  sufficient  knowledge
of the existence of a potential claim, by written notice describing the claim in
reasonable  detail  then  known.  Failure to give such  notice on time shall not
affect the other party's  indemnification  obligations  hereunder  except to the
extent it is prejudiced thereby.

          12.1.3   Survival   of    representations    and    warranties:    The
representations,  warranties,  covenants  of Seller and Buyer  contained in this
Agreement  shall  survive  the  Closing  Date,  but  any  claim  for  breach  of
representations   and   warranties  or  of  a  covenant  shall  be  entitled  to
indemnification  hereunder  only if written notice of such claim is given to the
other party hereto no later than 18  (eighteen)  months  following  Closing Date
except that Buyer's right to notify claims with respect to the following matters
shall only terminate as follows:

          a) Claims  for breach of  warranties  and  representations  concerning
Litigation (Art. 4.11) insofar as such Litigation  relates to product  liability
matters  shall be notified to Seller no later than 5 (five) years  following the
Closing Date;

          b) Claims  for breach of  warranties  and  representations  concerning
Trademarks  (Art.  4.13) shall be notified to Seller no later than 2 (two) years
following the Closing Date;

          c) Claims  for breach of  warranties  and  representations  concerning
taxes  (Art.  4.7) may be  notified to the Seller  until the  expiration  of the
applicable statutes of limitations for taxes relevant to such claims.

          It  is  understood  that  if  and  when  either  party  has  done  the
notification for the pertaining matter within the applicable  notification time,
it may start court  proceedings  pursuant to Art. 14 at any time within one year
of the date such claim was duly  notified.  Seller and Buyer  shall agree to use
all  reasonable  efforts to mitigate  any loss or damage for which they may seek
indemnification under this Article 12.

         12.2     Indemnification by Seller:

          12.2.1 Claims:  Subject to the limitations set forth in Article 12.2.2
to the fullest extent  permitted  under  applicable  law, Seller shall indemnify
Buyer and its  Affiliates  against  and agrees to hold Buyer and its  Affiliates
harmless  from any and all damage,  loss,  liability,  third party  claims,  and
expense  (collectively,  "Damages") (including,  without limitation,  reasonable
expenses of  investigation  and attorneys'  fees and expenses in connection with
any action, suit or proceeding brought against Buyer or its Affiliates) incurred
or suffered by Buyer or its Affiliates arising out of (a) any  misrepresentation
or breach of a warranty or covenant made by Seller herein,  (b) the  maintenance
of the Assets by Seller  prior to Closing or (c) the conduct of the  Business by
Seller  or  its  Affiliates  prior  to  Closing  (collectively,   "Indemnifiable
Claims").

          12.2.2 Limitations: Notwithstanding anything to the contrary set forth
elsewhere   herein,   Buyer  and  its  Affiliates   shall  not  be  entitled  to
indemnification  hereunder with respect to any Indemnifiable Claim brought under
Article  12.2.1 unless the amount of Damages with respect to such  Indemnifiable
Claim exceeds US$ 30,000.  However,  Seller shall in no event be required to pay
Buyer and its  Affiliates  more than half of the  Purchase  Price (Art.  3.1) in
respect of aggregate  damages  asserted  pursuant to Article  12.2.1 (a) and (b)
except that the aforesaid  limitation in respect of aggregate  damages shall not
apply to any  Indemnifiable  Claim  based on breach of Seller's  warranties  and
representations concerning Litigation in the field of product liability.

          12.2.3  Form of  Indemnification:  Indemnification  by Seller to Buyer
shall, at Seller's option,  be effected in ICN Shares,  valued at the Guaranteed
Price as of the Guaranty Date next preceding such  indemnification plus pro rata
6% p.a., and/or cash. To effect any such payment,  Seller shall surrender to ICN
one or more  certificates  representing  such  number of shares of Common  Stock
and/or,  at Seller's  option,  Preferred  Stock as shall represent the aggregate
value of the amount of any such  indemnification  payment and ICN shall promptly
thereupon issue to Seller new certificates representing such number of shares of
Common Stock and/or Preferred Stock retained by Seller.

          12.3  Indemnification  of Buyer.  Buyers shall indemnify Seller and it
Affiliates  against and agrees to hold Seller and its  Affiliates  harmless from
any and all  Damages  (including  without  limitation,  reasonable  expenses  of
investigation  and attorneys'  fees and expenses in connection  with any action,
suit or  proceeding  brought  against  Seller  or its  Affiliates)  incurred  or
suffered by Seller or its Affiliates arising out of (a) any misrepresentation or
breach of warranty or covenant made by Buyer  herein;  or (b) the conduct of the
Business by Buyer and its Affiliates after Closing (collectively, "Indemnifiable
Claims").  Notwithstanding the foregoing, Buyer shall in no event be required to
pay Seller and its Affiliates  more than half of the Purchase Price (Art 3.1) in
respect of  aggregate  damages  asserted  pursuant to Article  12.3 (a) and (b),
except that the aforesaid limitation shall no apply to Buyer's obligation to pay
the Purchase  Price under Art. 3.1 above and the Inventory  under Art. 3.5 above
and all provisions  related to these payments,  including but not limited to all
obligations of Buyer relating to the shares of common Stock and Preferred  Stock
set forth in this Agreement and its Exhibits.

          12.4 Notice: A party seeking indemnification  pursuant to Article 12.2
or 12.3 (an "Indemnified Party") shall give prompt notice to the party from whom
such indemnification is sought (the "Indemnifying Party) of the assertion of any
claim,  or the  commencement  of any action,  suit or proceeding,  in respect of
which  indemnity  is or may be sought  hereunder  (whether or not the limits set
forth in Article 12.2.2 have been exceeded) and will give the Indemnifying Party
such information  with respect thereto as the Indemnifying  Party may reasonably
request, but no failure to give such notice shall relieve the Indemnifying Party
of any  liability  hereunder  (except to the extent the  Indemnifying  Party has
suffered actual prejudice thereby).

          12.5  Participation  in Defense:  The  Indemnifying  Party may, at its
expense,  participate  in or assume  the  defense of any such  actions,  suit or
proceeding  involving a third party.  In such case the  Indemnified  Party shall
have the right (but not the duty) to participate in the defense thereof,  and to
employ  counsel,  at its own  expense,  separate  from  counsel  employed by the
Indemnifying Party in any such action and to participate in the defense thereof.
The Indemnifying  Party shall be liable for the fees and expenses of one firm as
counsel (and appropriate local counsel) employed by the Indemnified Party if the
Indemnifying  Party has not  assumed  the  defense  thereof.  Whether or not the
Indemnifying  Party chooses to defend or  prosecution  thereof and shall furnish
such records, information and testimony, and attend such conferences,  discovery
proceedings,  hearings,  trials and appeals,  as may be reasonably  requested in
connection therewith.

          12.6  Settlements:  The  Indemnifying  Party shall not be liable under
this  Article  for any  settlement  effected  without  its consent of any claim,
litigation or proceedings in respect of which indemnity may be sought hereunder,
unless  the   Indemnifying   Party   refuses  to   acknowledge   liability   for
indemnification  under this Article 12 and/or declines to defend the Indemnified
Party in such claim, litigation or proceeding.





<PAGE>


13.    NOTICES

          Any notice required or permitted to be given hereunder shall be deemed
sufficient if sent by United States mail or overnight  courier,  or delivered by
hand to Seller or Buyer at the  respective  addresses set forth below or at such
other  address as either party hereto may  designate.  If delivered by overnight
courier,  notice shall be deemed given when it has been signed for. If delivered
by hand, notice shall be deemed given when received.  If delivered by U.S. Mail,
notice shall be deemed given five (5) business days following the postmark date.

         if to Buyer, to:

                  ICN Pharmaceuticals, Inc.
                  1330 Hyland Avenue
                  Costa Mesa, California  92626
                  Attn:  President
                  With a copy to General Counsel

         if to Seller, to:

                  Hoffmann-La Roche Inc.
                  340 Kingsland Street
                  Nutley, New Jersey  07110
                  Attn: General Counsel


14.      ARBITRATION AND  GOVERNING LAW

          14.1  Except  for the  right  of  either  party to apply to a court of
competent  jurisdiction for a temporary restraining order to preserve the status
quo or prevent  irreparable  harm pending the  selection and  confirmation  of a
panel of arbitrators, any dispute,  controversy, or claims arising under, out of
or relating to this Agreement (and  subsequent  amendments  thereof),  its valid
conclusion, binding effect, interpretation,  performance, breach or termination,
including  tort  claims,   shall  be  referred  to  and  finally  determined  by
arbitration, to the exclusion of any courts of law, in accordance with the Rules
of Arbitration of the International  Chamber of Commerce as in force at the time
when initiating the  arbitration.  The arbitral  tribunal shall consist of three
arbitrators. The place of arbitration shall be Paris, France. The language to be
used in the arbitral  proceedings  shall be English.  The  arbitration  decision
shall be final and binding upon the parties and the parties agree that any award
granted  pursuant  to such  decision  may be entered  forthwith  in any court of
competent jurisdiction.  This arbitration clause and any award rendered pursuant
to it shall be governed by the United Nations  Convention on the Recognition and
Enforcement of Foreign  Arbitration  Awards signed in New York on 10 June, 1958.
The  party  to  whom  a  favorable  ruling  is  awarded  shall  be  entitled  to
reimbursement  of all its  reasonable  costs and expenses in  arbitration by the
other party.

          14.2 The present  Agreement shall be subject to the substantive law of
Switzerland  (regardless  of its  or  any  other  jurisdiction's  choice  of law
principles).


15.      ADDITIONAL TERMS

          15.1 Brokers.  Buyer represents to Seller that it has not employed any
investment  banker,  broker,  finder  or  intermediary  in  connection  with the
transactions  contemplated  hereby  who  might  be  entitled  to a  fee  or  any
commission  from  Seller  upon  consummation  of the  transactions  contemplated
hereby.  Seller  represents to Buyer that it has not employed any such Person in
such connection who might be entitled to a fee or any commission from Buyer upon
consummation of the transactions contemplated hereby.

          15.2  Expenses.   Except  as  otherwise  expressly  provided  in  this
Agreement,  all legal,  accounting  and other  costs and  expenses  incurred  in
connection  herewith and the transactions  contemplated  hereby shall be paid by
the party incurring such expenses.

          15.3 Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of the parties and their  respective  successors  and
assigns; provided that this Agreement may not be assigned by any party except to
an Affiliate of such party without the prior written  consent of the other party
other  than in  connection  with the  reincorporation  of such  party in another
jurisdiction.

          15.4 Exhibits and  Schedules.  The Exhibits and Schedules  attached to
this Agreement and the principles and conditions  incorporated  in such Exhibits
and  Schedules  shall  be  deemed  integral  parts  of  this  Agreement  and all
references in this Agreement to this Agreement shall encompass such Exhibits and
Schedules and the principles and  conditions  incorporated  in such Exhibits and
Schedules.

          15.5 Entire Agreement.  This Agreement,  the exhibits hereto,  and the
Disclosure Schedule (including Disclosure Supplements, if any) embody the entire
agreement of the parties  hereto with respect to the subject  matter  hereof and
supersede    and   replace   all    previous    negotiations,    understandings,
representations,  writings,  and contract  provisions and rights relating to the
subject matter hereof.

          15.6  Amendments;  No Waiver.  No provision of this  Agreement  may be
amended,  revoked  or waived  except by a writing  signed  and  delivered  by an
authorized  officer  of each  party.  No  failure or delay on the part of either
party in exercising any right  hereunder will operate as a waiver of, or impair,
any such right.  No single or partial  exercise of any such right will  preclude
any other or further  exercise  thereof or the exercise of any other  right.  No
waiver of any such right will be deemed a waiver of any other right hereunder.

          15.7  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts all of which shall together  constitute one and the same instrument
and shall  become  effective  when a  counterpart  has been  signed by Buyer and
delivered to Seller and a counterpart has been signed by Seller and delivered to
Buyer.

          15.8  Severability.  The parties agree that (a) the provisions of this
Agreement  shall be  severable  and (b) in the event that any of the  provisions
hereof are held by a court of  competent  jurisdiction  to be  invalid,  void or
otherwise  unenforceable,  (i) such  invalid,  void or  otherwise  unenforceable
provisions  shall be  automatically  replaced  by other  provisions  that are as
similar as possible in terms to such  invalid,  void or otherwise  unenforceable
provisions but are valid and enforceable and (ii) the remaining provisions shall
remain  enforceable  to the fullest extent  permitted by law,  provided that the
rights and interests of the parties hereto shall not be materially affected.

          15.9  Captions.  Captions  herein  are  inserted  for  convenience  of
reference only and shall be ignored in the  construction  or  interpretation  of
this Agreement.  Unless the context requires otherwise, all references herein to
Articles and Sections are to the articles and sections of this Agreement.

          IN WITNESS WHEREOF,  this Agreement has been signed by duly authorized
representatives  of  each of the  parties  hereto  as of the  date  first  above
written.


HOFFMANN-LA ROCHE INC.                      ICN PHARMACEUTICLS, INC.

By:    /s/ Ed Thiele                       By:    /s/ Bill A. MacDonald
      -----------------------------               ---------------------------
Name:  Ed Thiele                           Name:  Bill A. MacDonald
      -----------------------------               ---------------------------
Title: Vice President                      Title: Executive Vice President 
      -----------------------------               ---------------------------
Date:  October 30, 1997                     Date: October 30, 1997     
      -----------------------------               ---------------------------

Source: OneCLE Business Contracts.