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Asset Purchase Agreement - Syntex (F.P.) Inc. and ICN Pharmaceuticals Inc.

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                            ASSET PURCHASE AGREEMENT


ASSET  PURCHASE  AGREEMENT (the  "Agreement")  dated as of June 13, 1997, by and
between Syntex (F.P.) Inc., a Delaware corporation  ("Seller"),  Syntex (U.S.A.)
Inc., a Delaware  corporation  ("Syntex"),  ICN Puerto Rico, Inc., a Puerto Rico
corporation  ("Buyer"),  and ICN  Pharmaceuticals,  Inc., a Delaware corporation
("ICN").

                                   WITNESSETH:

WHEREAS,  Seller owns the plant site located at. Mariana Ward,  Road 909 Km 1.1,
Humacao,  Puerto Rico, including the real property on which the plant is located
and the buildings, site improvements,  furniture,  fixtures, equipment and other
assets  (except for  certain  leased  equipment)  located at the plant site (the
"Plant Site") ; and

WHEREAS,  subject to the terms and  conditions  hereinafter  set  forth,  Seller
desires to sell and Buyer desires to purchase, the Real Property (as hereinafter
defined) and the Equipment and Other Assets (as hereinafter defined); and

WHEREAS,  Buyer agrees that Buyer is not purchasing any interest in the Excluded
Property (as  hereinafter  defined) at the Plant Site,  any product of Seller or
its affiliates,  and all know how and other  confidential  information of Seller
and its affiliates; and

WHEREAS,  Buyer desires to  manufacture  and supply for Seller and/or certain of
its  affiliates,  certain of Seller's or its  affiliates'  products at the Plant
Site and provide  certain other  services to Seller and/or its affiliates at the
Plant Site after the Closing Date; and

WHEREAS,  simultaneously on the Closing Date, Seller will lease back the Assets,
including but not limited to the Real  Property,  Equipment and Other Assets (as
hereinafter  defined) pursuant to the Lease attached hereto as Exhibit ____; and
enter into the Toll Manufacturing Agreement attached as Exhibit ____; and

WHEREAS, Seller may lease certain of Buyer's employees and portions of the Plant
Site after the expiration of the Lease (as hereinafter  defined) with respect to
the  production of certain of Seller or its  affiliates'  products and for other
purposes after the Closing Date; and

WHEREAS,  ICN agrees to guarantee,  jointly and severally,  with the Buyer,  the
payment  and  performance  of all of the  obligations  of the Buyer  under  this
Agreement and any other related agreement; and

WHEREAS, Syntex agrees to guarantee,  jointly and severally with the Seller, the
payment  and  performance  of all of the  obligations  of the  Seller  upon this
Agreement and any other related agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


                     ARTICLE I - SALE AND PURCHASE OF ASSETS

Section 1.1       Sale and Purchase of Assets

Subject to the terms and conditions set forth in this  Agreement,  Seller agrees
to convey,  assign,  transfer  and deliver,  or cause to be conveyed,  assigned,
transferred  and  delivered,  to  Buyer  at the  Closing  Date  (as  hereinafter
defined),  and  Buyer  agrees  to  acquire  and  accept  from  Seller,  good and
marketable  title to all of Seller's right,  title and interest in the following
(collectively, the "Assets"):

          a) Real  Property.  All real  property  described  on Schedule  1.1(a)
hereto, together with all land, buildings, improvements and fixtures thereof and
all rights,  privileges and easements appurtenant thereto (the "Real Property"),
subject to any and all exceptions of record;

          b) Equipment.  All machinery,  equipment,  parts, supplies,  fixtures,
computers,  trade fixtures and furnishings,  whether leased,  licensed or owned,
that are located on the Real Property as of the date hereof (except for Excluded
Assets as hereinafter  defined) (the  "Equipment"),  subject to the terms of any
lease or agreement;

          c)  Other  Assets.  Except  for  the  Excluded  Assets(as  hereinafter
defined) and Inventory (as hereinafter defined),

          i) All materials and supplies that are currently used or useful in the
     maintenance  and  operation  of the Plant Site,  the Real  Property and the
     Equipment;

          ii) All assignable  service  agreements related to the Plant Site, the
     Real Property, and the Equipment;

          iii)  All  information,  drawings,  files,  records,  data  and  plans
     relating to the Assets,  including equipment manuals,  maintenance records,
     and engineering drawings,  excluding any confidential information of Seller
     and its  affiliates  and other  records  which  Seller  determines  must be
     retained  by  Seller  in order to  comply  with any  governmental  or legal
     requirements.


<PAGE>


Section 1.2       Excluded Assets

The Assets  shall not include any , company  vehicles  assigned to an  employee,
pension  assets,  401-K  assets,  and  financial  systems  records and programs,
proprietary or leased computer software,confidential machinery and equipment and
other items listed on Schedule 1.2 hereto,  consumable  manufacturing  supplies,
raw  materials,  packaging,  finished  goods,  and  work-in-process  relating to
Seller's or its affiliates'  products,  records which Seller  determines must be
retained  by  Seller  in  order  to  comply  with  any   governmental  or  legal
requirements,   permits,  and  any  confidential   information,   ,  proprietary
information,   intellectual  property,  know  how,  patents,   trademarks,   and
copyrights of Seller or its affiliates,  including but not limited to any of the
foregoing  pertaining to any of Seller or its affiliates products (the "Excluded
Assets").  Buyer  acknowledges and agrees that Buyer is not acquiring any rights
to any product of Seller or any of its affiliates.  Buyer agrees that Seller may
remove any of the Excluded  Assets  either  before or after the Closing Date (or
after the  expiration of the Lease) as it may be necessary for Buyer to use some
of the Excluded  Assets after the Closing  Date or after the  expiration  of the
Lease,  but Buyer shall not obtain any rights to such Excluded Assets and Seller
may remove the same at any time.

On the expiration of the Lease, Buyer shall purchase,  at Seller's cost, any and
all  of  Seller's  inventory  (excluding  finished  products),  work-in-process,
packaging,  raw  materials,  manufacturing  supplies and other related  products
concerning  any of Seller's  products which Buyer will continue to produce after
the expiration of the Lease (the "Inventory"). Buyer and Seller shall consult on
appropriate levels of Inventory prior to expiration of the lease.

Section 1.3        The Closing Date

Subject to satisfaction of Closing Conditions set forth below, Buyer agrees that
Buyer shall be  unconditionally  obligated to purchase the Assets as of the date
of this  Agreement;  provided  however,  that Seller  shall  retain title to the
Assets and will not transfer title to the Assets to Buyer until August -1, l997,
11:00 a.m. (the "Closing  Date") at the offices of McConnell  Valdes,  San Juan,
Puerto Rico, or at such other time,  date and place as mutually  agreed  between
the parties;  .  Notwithstanding  anything herein to the contrary,  Seller shall
retain the  ownership,  benefit and possession of, and bear all risk of loss of,
or damage to, the Assets until the Closing Date.

Section 1.4       AS IS, WHERE IS

EXCEPT AS  SPECIFICALLY  PROVIDED FOR IN THIS  AGREEMENT,  BUYER AGREES THAT THE
ASSETS  AND  INVENTORY  ARE  SOLD  ON AN AS  IS,  WHERE  IS  BASIS  WITHOUT  ANY
REPRESENTATION  OR  WARRANTY,  AND  THAT  SELLER  SHALL  HAVE  NO  LIABILITY  OR
OBLIGATION  WITH RESPECT TO THE ASSETS OR INVENTORY  EITHER  BEFORE OR AFTER THE
CLOSING DATE.,

From the date of execution of this Agreement to the Closing Date,  Seller agrees
to maintain the Assets, reasonable wear and tear excepted.

Upon  shutdown  of the oral  contraceptives  operations,  Seller  agrees  to use
reasonable  efforts to  sanitize,  in  accordance  with  reasonable  industry 's
standards,  the oral contraceptive  process area such that Buyer may utilize the
area for the  production  of other  dissimilar  products,  but Buyer agrees that
Seller may be unable to complete  this task prior to the Closing  Date and Buyer
agrees that Seller may complete  this task during the term of the Lease.  Seller
agrees to  maintain  any and all  governmental  permits  between the date of the
execution  of this  Agreement  and the  Closing  Date  except as may be mutually
agreed between the parties. Prior to the expiration of the Lease, , Buyer agrees
to secure any and all  approvals  which  Buyer  must  obtain in order to produce
Seller's products at the Plant Site.

Section 1.5       Joint Inspection and Walk-Through

Seller and Buyer  shall  provide  personnel  to conduct a joint  inspection  and
walk-through  of the Assets on a mutually  agreed upon date prior to the Closing
Date. Based on the joint inspection,  Seller and Buyer shall jointly identify in
writing any items requiring  action, if any, to be taken by either party or both
parties prior to or after the Closing Date; provided however,  that Seller shall
have no  obligation  to repair  or  replace  any of the  Assets,  that  Seller's
obligations  shall be limited as provided  in this  Agreement  and that  Buyer's
remedies  shall be limited as  provided  in this  Agreement.  Buyer  agrees that
notwithstanding  any such  inspection,  Buyer shall be obligated to purchase the
Assets on the Closing Date on the terms set forth in this Agreement.

                    ARTICLE II - NO ASSUMPTION OF LIABILITIES

Except as otherwise  expressly  provided herein,  each party shall not assume or
incur any  liability or obligation of the other party arising out of or relating
to events that occur prior to the Closing Date, including but not limited to the
following:

          a) any  federal,  state or local  income or other tax (i) payable with
respect to the Assets for any period prior to the Closing Date or (ii)  incident
to or arising as a consequence of the  negotiation or consummation by such party
of this Agreement and the transaction contemplated hereby;

          b) any  liability  or  obligation  of Seller  arising or  incurred  in
connection with the Excluded Assets; or

          c) any  liability or  obligation  of such party arising or incurred in
connection with the negotiation,  preparation, execution and performance of this
Agreement and the transactions contemplated hereby, including but not limited to
all fees and expenses of such party's counsel, accountants,  surveyors and other
experts.

ARTICLE III - CONSIDERATION FOR TRANSFER

Section 3.1       Consideration to be Paid by Buyer

On the Closing Date, as  consideration  for the sale of the Assets,  Buyer shall
pay to  Seller  the sum of  Fifty-Five  Million  ($55,000,000.00)  Dollars  (the
"Purchase  Price")  payable  as  follows:  (i) Eleven  Million  ($11,000,000.00)
Dollars  in cash or a  Promissory  Note in favor of  Seller  for the  amount  of
$11,000,000  secured by a purchase  money  first  mortgage  and other  financial
security  for this sum in a form  acceptable  to Seller,  but in no event  shall
payment of the full amount of the Promissory Note extend beyond Ninety(90 ) days
after the Closing Date, and it is understood that Buyer will pay all expenses of
recording  any  documents   necessary  to  perfect  the  purchase   money  first
mortgage;(ii)   Forty  Million   ($40,000,000.00)  by  the  Buyer  assuming  all
obligations,  and having Seller and any of its affiliates  released from any and
all obligations or guarantees,  regarding the Puerto Rico  Industrial,  Medical,
Educational and Environmental  Pollution Control Facilities  Financing Authority
Industrial  Revenue  Bonds 1990 Series A Bonds Due May 1, 2015 (the  "Industrial
Revenue Bonds");  (iii) Four Million  ($4,000,000.00)  Dollars in credit against
the First  Year Rent  Payment  under  the  Lease;  (iv)  paying  Seller  for any
difference  between  the  principal  amount of the Bonds  outstanding  as of the
Closing Date and any interest or other  charges due thereon,  together  with any
prepaid  amounts  paid by Seller,  and  $40,000,000  provided  that if the total
exceeds  $40,000,000,  such  excess  shall be  credited  to  Buyer;  and (v) any
prorations or other amounts to be paid pursuant to the terms of this  Agreement.
The  Purchase   Price  shall  be  allocated  as  set  forth  on  Schedule   3.1.
Simultaneously  with the closing of title,  Buyer and Seller  shall  execute the
Lease  attached  hereto as Schedule 3.1 (a) which shall be of a term which shall
expire no sooner than July 31,  1999 (the  "Lease").  Buyer  agrees to take such
action and/or  execute such  documents as may be reasonably  necessary to assure
Seller that a mortgage lender shall have no right to disturb Seller's possession
of the leased  Premises,  provided Seller is at all relevant times in compliance
with the terms of the Lease.  The parties  agree that the Lease will be recorded
(at Seller's  expense)  simultaneous  with the recording of the Deed.  The Lease
shall be superior in right to any  mortgage on the  Property  during the two (2)
year  term,  provided,  however,  that  if  Seller  receives,  in  its  opinion,
satisfactory  assurances and  protections  from any mortgage  lender to Buyer of
Seller's right to remain in possession  during the Lease, and Buyer can document
savings in its borrowing  costs thereby,  Seller will  subordinate  its Lease to
such mortgage.

In the event that prior to ninety  (90) days after the the Closing  Date,  after
using due diligence,  Buyer is unable to assume the Industrial Revenue Bonds and
release  Seller  and its  affiliates  from  any and all  obligations  under  the
Industrial  Revenue  Bonds and related  agreements or  guarantees,  then in such
event Buyer shall pay Seller Fifty-Five Million  ($55,000,000.00)  Dollars, plus
interest to be accumulated on the Industrial Revenue Bonds from the Closing Date
through  the date of  prepayment,  and the  Seller  will pay off the  Industrial
Revenue Bonds;  provided  however that the provisions of the Industrial  Revenue
Bonds permit  Seller to prepay the same and the  prepayment is made on or before
to November 1, 1998.


<PAGE>




In the event that Seller cannot prepay the  Industrial  Revenue Bonds and Seller
cannot be released from  liability on the Industrial  Revenue Bonds,  then Buyer
shall (1) pay Seller $ 40,000,000 in cash or (2) assume the  Industrial  Revenue
Bonds and provide Seller with a purchase money first mortgage lien on the Assets
as security for Buyer's  performance or a letter of credit or some other form of
financial security  acceptable to the Seller and the guarantor of the Industrial
Revenue Bonds, and an indemnification agreement, all in form and substance which
is  acceptable  to Seller and its counsel.  Buyer shall be  responsible  for any
costs or expenses  associated with providing  Seller with  acceptable  security,
including,  without  limitation,  any fees associated with the letter of credit,
recording  fees and other related  costs of the  mortgage,  letter of credit and
other security documents.


Section 3.2       Method of Payment

The Purchase Price and all other moneys owed by Buyer to Seller shall be paid by
wire transfer of  immediately  available  funds in US dollars to Seller.  Seller
shall  designate  an  account  to  receive  such  funds in writing at least five
business days prior to Closing.


Section 3.3       Remedies

Notwithstanding  anything  to the  contrary as may be set forth  herein,  in the
event the Asset  Purchase  Agreement  of even date  herewith  between  Buyer and
F.Hoffmann-La  Roche  Ltd  concerning   acquisition  of  certain  pharmaceutical
products  closes (the Product  Agreement),  thereafter  Buyer shall not have the
right of rescission,  which might otherwise be available.  Except as so limited,
each of the parties hereto may pursue all remedies  available to it in the event
of a breach of this Agreement by the other.



              ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER


Seller hereby represents and warrants to Buyer as follows:




<PAGE>



Section 4.1       Corporate Existence

Seller and Syntex are corporations duly organized under the laws of Delaware and
Seller is qualified to do business in Puerto Rico.

Section 4.2       Corporate Power; Authorization; Enforceable Obligations

Seller  and Syntex  each has all  requisite  corporate  power and  authority  to
execute,  deliver and  perform  this  Agreement  and all other  instruments  and
agreements  required to be executed,  delivered  or  performed by them  pursuant
hereto ("Seller's  Documents").  As of the execution of this Agreement or on the
Closing Date, the execution, delivery and performance of this Agreement, and all
other  Seller's  Documents,  will  have been duly  authorized  by all  necessary
corporate action on the part of Seller and Syntex.  This Agreement has been, and
on the Closing Date, all other Seller's Documents will have been duly authorized
by all  necessary  corporate  action on the part of Seller.  This  Agreement has
been,  and as of the  execution of this  Agreement or on the Closing  Date,  all
other  Seller's  Documents  will have  been,  duly  executed  and  delivered  by
authorized  officers of Seller and Syntex and  constituteor  will constitute the
legal, valid and binding  obligations of Seller and Syntex  enforceable  against
them in accordance with their respective terms.

Section 4.3       Validity of Contemplated Transactions

The execution,  delivery and  performance of this Agreement by Seller and Syntex
does not and will not  violate,  conflict  with or result  in the  breach of any
term,  condition  or  provision  of, or require the consent of any other  person
under the charter  documents of Seller or any securities issued by Seller and/or
Syntex, or any material mortgage, indenture,  agreement,  contract,  commitment,
lease,  plan,  document or  understanding,  oral or written,  to which Seller or
Syntex is a party by which Seller or Syntex or any of the Assets may be bound or
affected,  or give any  party  with  material  rights  thereunder  the  right to
terminate,  modify,  accelerate  or  otherwise  change  the  existing  rights or
obligations of Seller thereunder,  except under the Industrial Revenue Bonds and
any lease or service agreement pertaining to the Plant Site or Assets.

Section 4.4       No Third Party Options

There are no existing agreements, options, commitments or rights with, or to any
person to acquire any of the Assets or any interest therein.

Section 4.5       Taxes

All property taxes,  general or special assessments and any other taxes relating
to the Assets applicable to periods prior to the Closing Date have been or shall
be paid by Seller in a timely manner.


Section 4.6       Existing Condition

Seller has not as of the date of the execution of this Agreement:

          a) failed to pay or discharge  when due any  liabilities  of which the
failure to pay or discharge has caused or could  reasonably be expected to cause
any material damage or risk of material loss to any of the Assets;

          b) sold,  encumbered,  assigned or transferred any Assets,  except for
the Industrial Revenue Bonds and any lease or service agreement;

          c) subjected any of the Assets to any mortgage, lien, pledge, security
interest,  conditional  sales  contract  or  other  encumbrance  of  any  nature
whatsoever,  except for the Industrial Revenue Bonds and any leased equipment or
service agreement;

          d) to the best of Seller's knowledge,  after due inquiry, suffered any
material  damage,  destruction  or loss,  whether or not  covered by  insurance,
adversely affecting the Assets;

          e) to the best of Seller's knowledge,  after due inquiry, suffered any
material adverse change in or relating to the Assets; or

          f) to the best of  Seller's  knowledge,  after due  inquiry,  received
notice or had  knowledge of any actual or  threatened  material  labor  trouble,
strike or other  occurrence,  event or condition of any similar  character which
has had or could reasonably be expected to have a material adverse effect on the
operation of the Plant Site.


Section 4.7       Compliance with Law

Except as provided in this Agreement, to the best of Seller's knowledge,  Seller
has complied in all material respects with any law,  ordinance,  or governmental
or regulatory  rule or regulation,  order,  judgment or decree whether  federal,
state,  commonwealth,  local  or  foreign,  to  which  the  Assets  or  Seller's
operations at the Plant Site are subject.

Section 4.8       Litigation

Except as provided in Schedule 4.8, no action,  suit,  litigation,  arbitration,
arbitrator or governmental or regulatory official , body or authority, including
without limitation the United States Food and Drug  Administration,  relating to
the Assets, the Plant Site or the transactions contemplated by this Agreement is
pending or, to the best knowledge of Seller, threatened against Seller, nor does
Seller  know or have  reason  to know of any basis  for any such  action,  suit,
litigation, arbitration, investigation or proceeding; Seller is not aware of any
claim,  event or  occurrence  that would  require  Seller to give  notice to any
insurer under any of Seller's insurance  policies;  and Seller is not a party to
or subject to the provisions of any judgment, order, writ, injunction, decree or
award of any court,  arbitrator or governmental or regulatory official,  body or
authority that relates in any material way to the Assets,  the Plant Site or the
transactions contemplated by this Agreement.

Section 4.9       Insurance

The Assets are adequately  insured under various  policies of general  liability
and other forms of insurance or self insurance.

Section 4.10      Labor Matters

Seller represents that it is not a party to any contract of employment, employee
lease contract,  collective  bargaining  agreement or other labor agreement that
relates to or covers any Transferred Employee (as defined in Section 10.1) as of
the Closing Date.

Section 4.11      Real Property

         a)  Title to Real  Property.  Title to the  Real  Property  is,  and at
Closing Date shall be, good and marketable,  fee simple absolute, free and clear
of all liens,  adverse claims and other matters  affecting  Seller's title to or
possession  of  the  Real   Property,   including,   but  not  limited  to,  all
encroachments,   boundary  disputes,  covenants,   restrictions,   reservations,
easements,   rights  of  way,  mortgages,   security   interests,   leases,  and
encumbrances,  except as set forth in any title binder or policy  procured by or
given to either party, except for the Industrial Revenue Bonds.

         b) Eminent Domain. Seller has received no notices, oral or written, and
has no reason to believe, that any governmental body having the power of eminent
domain over the Real  Property has commenced or intends to exercise the power of
eminent  domain or a similar  power with  respect to all or any part of the Real
Property.

         c)  Public  Improvements.  Except  for a  portion  of  the  Plant  Site
dedicated  for public use and for  exceptions  of record,  no work for municipal
improvements  has been  commenced on or in connection  with the Real Property or
any street adjacent thereto. No assessment for public improvements has been made
against the Real Property which remains unpaid.  No notice from any governmental
body has been served upon the Real  Property or received by Seller  requiring or
calling attention to the need for any work, repair, construction,  alteration or
installation  on or in  connection  with the Real  Property  which  has not been
complied with.

Section 4.12      Environmental Matters

          a) For purposes of this Agreement,  the following terms shall have the
following meanings:

               (i)  "Environmental  Claims"  means  any and all  administrative,
          regulatory, or judicial actions, suits, demand letters, claims, liens,
          notices of noncompliance or violations,  investigations or proceedings
          relating to any  Environmental  Law or Environmental  Permit (as those
          terms are hereinafter  defined)  (collectively  "Claims"),  including,
          without  limitation,  (A)  any  and  all  Claims  by  governmental  or
          regulatory authorities for enforcement,  cleanup,  removal,  response,
          remedial  or other  actions  or  damages  pursuant  to any  applicable
          Environmental  Law,  and (B) any and all  Claims  by any  third  party
          seeking  damages,   contribution,   indemnification,   cost  recovery,
          compensation or injunctive relief resulting from Hazardous  Substances
          (as  hereinafter  defined) or arising from alleged injury or threat of
          injury to the environment.

               (ii) "Environmental Laws" means any federal, state,  commonwealth
          or local statute, law, rule,  regulation,  ordinance,  code, policy or
          rule of common  law in effect  and in each  case as  amended,  and any
          judicial  or  administrative  interpretation  thereof,  including  any
          judicial or administrative order, consent decree or judgment, relating
          to  human  health  and  the   environment  or  Hazardous   Substances,
          including,   without  limitation,   the  Comprehensive   Environmental
          Response,  Compensation  and  Liability Act of 1980, as amended by the
          Superfund  Amendments and  Reauthorization  Act of 1986, 42 U.S.C. ss.
          9601 et seq.; the Emergency Planning and Community Right-to- Know Act,
          42 U.S.C ss. 11001 et. seq.,  the Resource  Conservation  and Recovery
          Act, 42 U.S.C. ss. 6901 et. seq.; the Federal Water Pollution  Control
          Act, 33 U.S.C.  ss. 1251 et. seq.;  the Clean Air Act, as amended,  42
          U.S.C.  S 7401 et.  seq.  ; the  Federal  Insecticide,  Fungicide  and
          Rodenticide  Act, 7 U.S.C.  ss. 136 et. seq.;  the Safe Drinking Water
          Act, 42 U.S.C. ss. 300f et. seq., the Toxic Substances Control Act, 15
          U.S.C. ss. 2601 et. seq.; the Oil Pollution Act of 1990, 33 U.S.C. ss.
          1001 et. seq.; the Hazardous Materials Transportation Act, as amended,
          49 U.S.C. ss. 1801 et. seq.; the  Occupational  Safety and Health Act,
          as amended,  29 U.S.C. ss. 651 et. seq.; or the Federal Food, Drug and
          Cosmetic Act, as amended,  21 U.S.C. ss. 301 et. seq., the Puerto Rico
          Environmental  Policy Act, 12 L.P.R.A.  ss. 1121 et. seq.,  the Puerto
          Rico Environmental Emergencies Fund Act 12 L.P.R.A. ss. 1271 et. seq.;
          the Puerto Rico Sold Waste  Authority  Act,  12 L.P.R.A.  ss. 1301 et.
          seq.;  the Puerto Rico Harmful  Spills Law, 12 L.P..R.A.  ss. 1141 et.
          seq., the Puerto Rico Organic Act of the Department of The Environment
          And  Natural   Resources,   3   L.P.R.A.ss.   151  et.  seq.;  or  any
          environmental  transfer  laws which  regulate the transfer of property
          and the  corresponding  state or  commonwealth  laws,  regulations and
          local ordinances  which may be applicable,  as any such acts have been
          or may be amended.

               (iii)  "Environmental  Permits"  means  all  permits,  approvals,
          identification  numbers,  licenses and other  authorizations  required
          under any applicable Environmental Law.

               (iv)  "Hazardous  Substances"  means any chemicals,  materials or
          substances  defined as or included  in the  definition  of  "hazardous
          substances,"  "hazardous wastes, " "hazardous  materials,"  "hazardous
          solid waste," "toxic waste," "toxic or hazardous  waste,"  "industrial
          waste," "harmful substances," "extremely hazardous wastes," "regulated
          substances, ""restricted hazardous wastes," "toxic substances," "toxic
          pollutants," "hazardous air pollutants," "pollutants," "contaminants,"
          "toxic  chemicals,"   "petroleum  or  petroleum  products,"  "toxins,"
          "hazardous chemicals," "extremely hazardous substances,"  "pesticides"
          or related materials, as now, in the past, or hereafter defined in any
          applicable Environmental Law.

         b) Buyer  acknowledges  that  Buyer has  inspected  the Assets and will
receive Seller's report and a third party's report  concerning the environmental
status of the Assets  prior to Closing.  Seller  representsthat:  (i) Seller has
complied in all material  respects with any applicable  Environmental  Law; (ii)
Seller has obtained all necessary  Environmental Permits and is in compliance in
all material respects with their  requirements as of the date hereof;  (iii) the
Assets  (including,  without  limitation,  soils and surface,  ground waters and
buildings) are not contaminated with any Hazardous Substances; (iv) there are no
past,  pending or , to the best  knowledge of Seller,  threatened  Environmental
Claims or  circumstances  that could reasonably be anticipated to form the basis
thereof against Seller;  and (v) the Real Property is not listed on the National
Priorities  List or any similar state,  commonwealth  or local listing nor is it
included in an area included in such a list, and Seller is not aware that such a
listing is pending or contemplated (except for listing on CERCLIS and equivalent
local listing) as of the date hereof.

         c) Seller agrees to indemnify  and hold harmless  Buyer for any and all
losses, claims,  damages,  penalties,  liabilities,  fines, injuries,  costs and
expenses  (including  attorney's  fees,  administrative  expenses,   prejudgment
interest and court costs), or response costs, including the cost of any required
or  reasonable   investigation,   testing,   monitoring,   repair,   cleanup  or
detoxification,  decontamination,  preparation  of any closure or other required
plans,  removal,  response or  remedial  action)  (collectively,  "Environmental
Liabilities") in connection with the Assets or any Environmental Claims but only
to the extent  arising from or out of  activities  occurring,  or  undertaken by
Seller,  prior to Closing Date with  respect to, as a direct or indirect  result
of, or arising out of the presence of Hazardous Substances at, on, beside, above
or under the Real  Property,  or any breach of subsection  (b) above;  provided,
however,  that  Seller  shall  not  be  required  to  indemnify  Buyer  for  any
Environmental  Liabilities or  Environmental  Claims that result from Buyer's or
its  representatives  activities at the Plant Site,  whether  arising  before or
after Closing Date.  Notwithstanding  anything contained herein to the contrary,
in no event shall Seller be required to indemnify  Buyer as provided  herein for
any Environmental  Liabilities if Seller has not been notified in writing of the
matter within five (5) years of the Closing Date.

         d) Buyer agrees to indemnify and hold  harmless  Seller for any and all
Environmental  Liabilities  in connection  with the Assets or any  Environmental
Claims but only to the extent  arising from or out of activities  occurring,  or
undertaken  by Buyer,  after the  Closing  Date with  respect to, as a direct or
indirect  result of, or arising out of the presence of Hazardous  Substances at,
on, beside,  above or under the Real  Property,  or any breach of subsection (b)
above, or Buyer's manufacture of Seller's products after the Closing Date.

         e) Except as provided  for in Section  8.5,  in the event of  potential
joint or shared  responsibility  for Environmental  Liabilities or Environmental
Claims,  Seller and Buyer agree (i) to mutually cooperate with each other on all
matters in which  cooperation  is necessary and (ii) to share in  responsibility
according to the final decision of the applicable governmental,  regulatory,  or
judicial authority, or as otherwise mutually agreed.

         f) Except as may be mutually  agreed,  Seller hereby agrees to maintain
all  Environmental  Permits  currently in effect and assign them to Buyer to the
extent  they may be lawfully  transferred.  Seller and Buyer agree to notify the
other  party  in the  event  either  is  contacted  by a third  party  regarding
Environmental  Laws,  Claims,  or  Liabilities  pertaining  to the other party's
operations at the Plant Site.

SECTION 4.13               Availability of Documents

 Prior to Closing,  Seller will make  available  to Buyer copies of all material
and relevant documents, including without limitation all agreements,  contracts,
commitments,  insurance  policies,  leases,  plans,  instruments,  undertakings,
authorizations,  permits  and  licenses  referred  to herein,  except  documents
subject to confidentiality obligations.

SECTION 4.14               Assets

The Assets  include  all rights and  property  located or  situated at the Plant
Site, other than the Excluded Assets or any lease or service agreement,  and the
Real Property constitutes all of the real estate that comprises the Plant Site.

SECTION 4.15               Contracts and Commitments

Schedule 4.15 sets forth a list of all material agreements, contracts and leases
necessary to the operations of the Plant Site and the use and maintenance of the
Assets  (collectively,  "Contracts").  Each Contract is valid and enforceable in
all material  respects in accordance with its terms.  Seller is, and to Seller's
knowledge  all other  parties  thereto  are,  in  compliance  with the  material
provisions  thereof.  Seller is not,  and to Seller's  knowledge  no other party
thereto is, in material default in the performance, observance or fulfillment of
any material  obligation,  covenant or condition contained therein, and no event
has  occurred  which with or without  the giving of notice or lapse of time,  or
both, would constitute a default thereunder. No Contract requires the consent of
any  party  to  effect  its  assignment  in  connection  with  the  transactions
contemplated  hereby except for such consents as set forth on Schedule 4.15, the
Industrial  Revenue Bonds,  and as have been obtained or will be obtained by the
Closing Date.  Notwithstanding  the foregoing,  Buyer agrees that the failure to
obtain any consent or failure to observe any obligation,  covenant, or condition
of any Contract, shall not constitute a breach of this Agreement and Buyer shall
be obligated to close on the Closing Date.


Section 4.16      No Finder's or Broker's Fee

Seller and  Seller's  Affiliates  have not incurred or caused to be incurred any
liability for any fee or commission in the nature of a finder's, originator's or
broker's fee in connection with the transactions contemplated hereby.

               ARTICLE V - REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer and ICN hereby represent and warrant to Seller as follows:

Section 5.1       Organization

Buyer is a corporation  duly  organized,  validly  existing and in good standing
under the laws of Puerto Rico.  ICN is a  corporation  duly  organized,  validly
existing and in good standing under the laws of Delaware.

Section 5.2 Corporate Power; Authorization; Enforceable Obligations

Buyer and ICN each has all requisite  corporate  power and authority to execute,
deliver and perform this  Agreement  and all other  instruments  and  agreements
required to be executed,  delivered or performed by Buyer or ICN pursuant hereto
("Buyer's Documents").  As of the date of the execution of this Agreement and on
the Closing Date, the execution, delivery and performance of this Agreement, and
all other  Buyer's  Documents,  will have been duly  authorized by all necessary
corporate  action on the part of Buyer and ICN. This  Agreement has been, and on
the Closing Date all other Buyer's  Documents will have been,  duly executed and
delivered  by  authorized  officers of Buyer and ICN,  and  constitutes  or will
constitute the legal, valid and binding obligations of Buyer and ICN enforceable
against Buyer and ICN in accordance with their respective terms.

Section 5.3       Validity of Contemplated Transactions

The execution,  delivery and performance of this Agreement by Buyer and ICN does
not and will not  violate,  conflict  with or result in the  breach of any term,
condition or provisions of, or require the consent of any other person under the
charter  documents of Buyer or any securities issued by Buyer and/or ICN, or any
material mortgage,  indenture,  agreement,  contract,  commitment,  lease, plan,
document or  understanding,  oral or written,  to which Buyer or ICN was a party
immediately prior to the Closing.

Section 5.4       No Finder's or Broker's Fee

Buyer and ICN have not incurred or caused to be incurred any  liability  for any
fee or commission in the nature of a finder's,  originator's  or broker's fee in
connection with the transactions contemplated hereby.


                             ARTICLE VI - COVENANTS

Section 6.1       Further Assurances;  Cooperation

 Seller  hereby  covenants  and agrees  that,  from and after the Closing  Date,
Seller shall,  at its expense,  execute and deliver to Buyer or its designee all
such deeds, conveyances, bills of sale, assurances,  transfers,  assignments and
consents, approvals, agreements and contracts and any other documents, and shall
cooperate fully with Buyer and do all such other things,  as may be necessary to
effectively  transfer the Assets to, and to perfect and confirm the ownership of
the  Assets  by Buyer.  Buyer  and  Seller  each  agree to fully and  diligently
cooperate with and assist the other party to obtain any necessary or appropriate
governmental  or other  approvals,  including but not limited to all tax grants,
the Industrial  Revenue Bonds and any other applicable tax exemptions;  provided
however, that Buyer and ICN agree that Seller shall have no obligation to secure
any  consent or other  approval  from any third  party or  governmental  agency,
relatedto the Industrial Revenue Bonds.

Section 6.2       Transfer Tax

The parties agree that all sales, use and transfer taxes resulting from the sale
of the Assets shall be paid as customary under Puerto Rico practice. Buyer shall
pay the recording  fees and stamps for the first  certified copy of the deed and
Seller for the stamps of the original  deed.  Buyer pays for all recording  fees
and stamps of the original and first copy of the purchase money first  mortgage,
chattel  mortgage and any other  security to be placed on the Assets.  The Lease
shall be recorded and Seller shall pay any fees and expense to record the Lease.

Section 6.3       Title Insurance

Buyer shall obtain, at its sole cost and expense, an ALTA owners title insurance
policy,  or other title  insurance  policy in a form and amount  satisfactory to
Buyer, issued and underwritten by the title company of its choosing,  insuring a
merchantable  fee simple  title to the Real  Property in Buyer as of the date of
recording the deed to the Real Property.


<PAGE>



Section 6.4       Prorations

Seller and Buyer each agree that all real estate taxes and all personal property
taxes  payable with respect to the Assets for the year in which the Closing Date
occurs shall be prorated between Seller and Buyer as of the Closing Date. If the
amount of any such tax cannot be  ascertained  on the  Closing  Date,  proration
shall be computed  based upon the amount thereof for the  immediately  preceding
year and shall be later  adjusted,  if the  taxes  actually  paid are  higher or
lower,  based upon the number of calendar  days during the year each party owned
the Assets.

As provided by law or local  custom,  Seller shall pay the  notarial  tariff and
internal  revenue  stamps for the deed of  purchase  and sale or other  original
public  instrument of conveyance and Buyer shall pay the internal revenue stamps
for the certified copy and the fee for recording it in the Registry of Property.
Seller  and Buyer  agree  that any other tax  stamps,  or  similar  governmental
assessment shall be paid pursuant to law or local custom.  The party bearing any
Notarial fee obligation  hereunder  shall be entitled to designate the Notary to
be used.

              ARTICLE VII - CONDITIONS TO OBLIGATION OF SELLER TO CLOSE

The  obligation of Seller to consummate  the  transactions  contemplated  hereby
shall be subject to the fulfillment,  to the reasonable  satisfaction of Seller,
prior to or on the Closing Date, of each of the following conditions  precedent;
provided  however,  that any of such  conditions  may be  waived by Seller at or
prior to the Closing Date.

Section 7.1       Representations and Warranties True and Correct

The  representations and warranties of Buyer set forth in Article V hereof shall
be true and correct when made and as of the Closing Date with the same effect as
though made on and as of such date.

Section  7.2  Payment of  Purchase  Price;  Execution  on the  Payment  Date and
Delivery Documents

Buyer shall have paid the Purchase Price and executed and delivered or otherwise
have caused to have  delivered all  documents  required to be delivered by Buyer
pursuant to Section 9.3 hereof.

Section 7.3       Performance

Buyer shall have performed and complied with all material agreements,  covenants
and conditions  contained herein required to be performed or complied with by it
on or prior to the Closing Date.

Section 7.4       Tax Exemption

Seller and its affiliates shall have received in form and substance satisfactory
to them  amendments  to their  existing  Puerto Rico tax  exemption  grants or a
comfort  letter  acceptable  to Seller and its  affiliates.  Buyer shall provide
Seller and its affiliates with such assistance as may be reasonably requested in
obtaining such amendments.

Section 7.5       Approvals

Seller shall have received  notice of early  termination  of the waiting  period
under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended, or
shall be aware that the waiting period shall have expired  without  receipt of a
second Request for Information.

Sectin 7.6        Product Agreement Closing

There  shall  have  been or will  simultaneously  be a  Closing  of the  Product
Agreement.

                   ARTICLE VIII - BUYER'S OBLIGATION TO CLOSE

The obligation of Buyer to consummate the transactions contemplated hereby shall
be subject to the fulfillment to the reasonable  satisfaction of Buyer, prior to
or on the Closing Date, of each of the following conditions precedent; provided,
however,  that any of such  conditions may be waived by Buyer at or prior to the
Closing Date.

Section 8.1       Representations and Warranties True and Correct

The  representations  and  warranties  of Seller  set forth in Article IV hereof
shall be true and  correct  in all  material  respects  when  made and as of the
Closing Date with the same effect as though made on and as of such date.

Section 8.2       Delivery of Documents

Seller shall have  delivered  all  documents  required to be delivered by Seller
pursuant to Section 9.1 hereof.

Section 8.3       Performance

Seller shall have performed and complied with all material agreements, covenants
and conditions  contained herein required to be performed or complied with by it
on or prior to the Closing Date.


<PAGE>



Section 8.4       Tax Exemption

Buyer or its affiliates  shall have received in form and substance  satisfactory
to them Puerto Rico tax  exemption  grants,  or a comfort  letter  acceptable to
Buyer.  Seller shall  provide  Buyer with such  assistance  as may be reasonably
requested in obtaining such grants.

Section 8.5       Approvals

Buyer shall have  received  notice of early  termination  of the waiting  period
under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended, or
shall be aware that the waiting period shall have expired  without  receipt of a
second Request for Information.

Section 8.6       Cooperation

Seller shall have  supplied  information  to Buyer  necessary to comply with the
requirements  of  Regulation  S-X of the  Securities & Exchange  Commission,  if
applicable, which shall be at Buyer's expense.

Section 8.7       Product Agreement Closing

There  shall  have  been or will  simultaneously  be a  Closing  of the  Product
Agreement.

                ARTICLE IX - DOCUMENTS TO BE DELIVERED AT CLOSING

Section 9.1       Documents to be Delivered by Seller

Seller shall deliver or cause to be delivered  the following  documents to Buyer
on the Closing Date:

          a) a certificate of good standing of Seller and Syntex,  issued by the
State of Delaware as of a date not more than 20 days prior to the Closing Date;

          b) a duly executed,  acknowledged, and recordable deed of purchase and
sale with covenants (i) against  grantor's acts, and (ii) regarding  Buyer's and
Buyer's  affiliates  non-use and  non-disclosure  of the Assets or any  know-how
inherent in them to manufacture  products of Seller or Seller's  affiliates,  or
other deed by which Seller  received the Real  Property,  conveying to Buyer the
Real Property or equivalent deed of purchase and sale under Commonwealth law;

          c) a duly executed bill of sale, conveying the Equipment;

          d)  a  duly   executed   officer's   certificate   stating   that  the
representations  and  warranties of Seller set forth herein are true and correct
as of the Closing Date;

          e) a notarized  certificate of the secretary or assistant secretary of
Seller in respect of (i) each of its officers who is  authorized  to execute and
deliver this Agreement and all other Seller's  Documents,  (ii) certified copies
of the Certificate of Incorporation and Bylaws of Seller,  and (iii) resolutions
of the Board of Directors of Seller  authorizing  the making and  performance by
Seller  of this  Agreement  and each of the  other  Seller's  Documents  and the
consummation of the transactions contemplated hereby and thereby;

          f) an executed  counterpart of the Toll Manufacturing  Agreement,  the
Lease,  leased  employee  agreement,  and any other agreement as contemplated by
Buyer and Seller in form and substance acceptable to the Seller;

          g) guarantees by Syntex in form and substance satisfactory to Buyer;

          h) such  other  documents  as Buyer  may  reasonably  require  for the
consummation of the transactions contemplated by this Agreement.

Section 9.2       Documents to be Delivered by Buyer

Buyer and ICN shall  deliver the  following  documents  to Seller on the Closing
Date:

          a)  certificates  of good  standing of Buyer issued by Puerto Rico and
ICN issued by the State of  Delaware as of a date not more than 20 days prior to
the Closing Date;

          b) a notarized  secretary's  certificate of the secretary or assistant
secretary  of  Buyer  and ICN in  respect  of (i)  each of its  officers  who is
authorized to execute and deliver this  Agreement and all other  Documents to be
executed  by Buyer and ICN in  connection  with the  Agreement,  (ii)  certified
copies of the  Certificate  of  Incorporation  and Bylaws of Buyer and ICN,  and
(iii)  resolutions  of the Board of Directors of Buyer and ICN  authorizing  the
making  and  performance  by  Buyer  and ICN of this  Agreement  and each of the
Buyer's  and  ICN's  Documents  and  the   consummation   of  the   transactions
contemplated hereby and thereby;

          c) an executed  counterpart of the Toll Manufacturing  Agreement,  the
Lease,  leased  employee  agreement and any other  agreement as  contemplated by
Buyer and Seller in form and  substance  acceptable  to the Buyer,  as well as a
purchase money first mortgage lien on the property to secure Buyer's  production
of Seller and its affiliates products after the Closing;

          d) an assumption of leases of certain items of Equipment;

          e) guarantees by ICN in form and substance satisfactory to Seller;

          f) an  agreement in form  acceptable  to counsel for Seller and Buyer,
regarding  Buyer's and Buyer's  affiliates  non-use  and  non-disclosure  of any
know-how or confidential  information or equipment  inherent in the products and
the manufacture of such products of Seller or its affiliates; and

          g) such other  documents  as Seller  may  reasonably  require  for the
consummation of the transactions contemplated by this Agreement.


                              ARTICLE X - EMPLOYEES

Section 10.1      Transferred Employees

Buyer  will  offer  employment  to all  of the  employees  of  Seller  or of its
affiliate  companies  assigned  to the Plant Site  (collectively  referred to as
"Employees"), who are employees on the expiration of the Lease, at a base salary
equal to or higher than the base salary  Employees  were  receiving  from Seller
prior  to the  expiration  date of the  Lease.  However,  Seller  shall  have no
obligation  to employ any  specific  employee up to the  expiration  date of the
Leasee.  "Employees"  shall mean any person who, on the  expiration  date of the
Lease, is employed by Seller,  or its affiliate  companies,  and assigned to the
Plant Site,  excluding those on long term disability  leave, but including those
who  are  inactive  on the  expiration  date of the  Lease,  such  as  those  on
short-term  disability  leave,  authorized leave of absence or military service.
Buyer shall provide written offers of employment to Employees, setting forth job
titles,  responsibilities  and  salary,  no  later  than  90 days  prior  to the
expiration  date of the  Lease.  Those  Employees  who  accept  such  offers  of
employment  effective as of the  expiration  date of the Lease shall be hired by
Buyer and shall be referred to herein as "Transferred Employees". Based upon the
estimated   guaranteed  volume  of  production  in  Schedule  2.1  of  the  Toll
Manufacturing  Agreement,  the number of Transferred  Employees shall not exceed
190 people.  If the guaranteed  production  volume  increases,  the parties will
negotiate the  additional  number of Employees  required to be hired  hereunder.
Buyer agrees not to lay-off or otherwise terminate any Transferred Employees for
a period  of one  year,  provided,  however,  Buyer  may  terminate  Transferred
Employees for cause.  "Cause" shall not include a reorganization or reduction in
force or sale or divestiture of all or a portion of Buyer's business.

Section 10.2      Benefits

Except as set forth in  Section  10.10  hereof,  Transferred  Employees  will be
eligible to participate, from and after the expiration date of the Lease, in all
employee  benefit  plans  offered by Buyer to  similarly  situated  employees of
Buyer, on the same terms and conditions applicable to Buyer's similarly situated
employees,  as they may be  amended  from  time to time,  which  are  listed  at
Schedule 10.2.

Section 10.3      Accrued Wages and Salaries

Buyer shall not be  obligated  to make any  payments  of wages,  salary or other
compensation  accrued prior to the expiration date of the Lease,  whether or not
earned or payable by the expiration of the Lease.


Section 10.4      Employment Liabilities

Except as specifically  described herein, Seller shall retain and be responsible
for all  liabilities  in  connection  with  claims  incurred  on or prior to the
expiration of the Lease by Transferred Employees under Seller's employee benefit
plans.  Buyer shall assume and be responsible  for all liabilities in connection
with  claims  incurred  after the  expiration  date of the Lease by  Transferred
Employees under any of Buyer's employee benefit plans.  Claims under an employee
benefit  welfare plan (as defined in Section 3 (1) of ERISA) shall be considered
incurred on the date  treatment  is rendered  or a service  performed.  Worker's
Compensation claims of any Transferred Employees shall be the responsibility and
liability of Seller if the claim is based on events that occurred on or prior to
the expiration date of the Lease and shall be the  responsibility  and liability
of Buyer if the claim is based on events that occurred after the expiration date
of the Lease.

Section 10.5      Service Credit

Buyer shall grant  service  credit under Buyer's  employee  benefit plans and/or
other benefit or other  employee  programs  which are calculated on the basis of
service and/or for purposes of Puerto Rico's Law 80 of May 30, 1976, as amended,
equal to the Seller's  credited  service time for Transferred  Employees for all
applicable  purposes  under such plans and  programs.  Service  Credit under any
defined  benefit  pension  plan shall be given for purposes of  eligibility  for
participation, and vesting.

Section 10.6      Savings Plans

         a) Effective as of the expiration date of the Lease, Buyer shall extend
coverage  under Buyer's  Savings Plan which is a defined  contribution  plan and
shall be qualified under  applicable  Puerto Rico Laws to Transferred  Employees
who  were  eligible  to  participate  in the  Savings  Plans of  Seller,  or its
affiliate  companies  ("Seller's  Savings  Plan"),  as of the day  prior  to the
expiration  date of the Lease and to other  Transferred  Employees in accordance
with the Buyer's  Savings Plan (giving  Service  Credit as required  pursuant to
Section 10.5).

         b) To the extent permitted by the Code and subject to the terms of this
Section  10.6(b),  the Buyer's Savings Plan will accept a direct rollover within
the  meaning of Section 401 (a) (31) of the Code of the  Transferred  Employee's
entire account balance (and accumulated reserves related thereto, if any) in the
Seller's Saving Plan. Direct rollovers shall be in cash.

Section 10.7      Welfare Plans

On the expiration date of the Lease, the Transferred Employees shall be eligible
to enroll themselves and their dependents in Buyer's welfare benefit plans. If a
Transferred  Employee  enrolls for coverage under the medical or dental plans of
Buyer within thirty (30) days of first becoming eligible, the Buyer's medical or
dental plan shall  waive any waiting  period and  limitations  for  pre-existing
medical or dental conditions.

Section 10.8      Post Retirement Welfare Benefits

The post retirement welfare benefits for Transferred  Employees who retire under
the Seller's  Pension Plan and who are eligible for post welfare  benefits shall
be the  responsibility of the Seller,  provided that Buyer shall provide primary
medical  and  dental  coverage  to such  Transferred  Employees  while  they are
actively employed by the Buyer.  Other  Transferred  Employees shall be eligible
for  post-retirement  welfare  benefits,  if any, from Buyer in accordance  with
Buyer's  plan  terms as they may be amended  from time to time.  Nothing in this
Section  10.8  shall   prevent   Seller  from   amending  or   terminating   its
post-retirement welfare benefits.

Section 10.9      Vacation

Buyer shall provide vacation entitlement to Transferred  Employees in accordance
with Buyer's  vacation  policies  applicable  to its employees  (giving  Service
Credit as required pursuant to Section 10.5). Transferred Employees will receive
a cash out by Seller of the unused portion of their accrued vacation entitlement
as of the expiration date of the Lease.

Section 10.10     Severance Pay

Subject to Section 10.1,  in the event Buyer  terminates  the  employment of any
Transferred  Employee,  Buyer shall pay severance to such  Transferred  Employee
only in  accordance  with Buyer's  severance  plan in effect at the time of such
termination or as required by law.

Section 10.11     Continuation Coverage

If, on or before the expiration  date of the Lease,  Seller  determines,  in its
discretion,  with  respect to all group health plans (as defined in Code Section
5000(b)(1))  maintained  by Seller that the  continuation  health care  coverage
requirements  of Code  Section  4980B and ERISA  Sections  601  through 608 (the
"continuation coverage requirements") apply to this transaction, Seller shall be
solely  responsible  for compliance with the  continuation  health care coverage
requirements  for all  "qualifying  events,"  within the meaning of Code Section
4980B(f)(3)  and ERISA Section 603,  affecting any current or former employee of
Seller and any qualified beneficiary related to such employee or former employee
(as defined in Code Section  4980B(g)(1)) which occurred at any time on or prior
to the  expiration  date of the Lease.  With  respect to all  qualifying  events
occurring  after the  expiration  date of the Lease  and  affecting  Transferred
Employees or their dependents,  Buyer agrees to provide continuation health care
coverage to affected  qualified  beneficiaries,  in accordance with Sections 601
through  608  of  ERISA  ("COBRA").  Seller  shall  be  solely  responsible  for
compliance  with  the  continuation   health  care  coverage   requirements  for
Employees,   who  are  not   Transferred   Employees,   and/or  their  qualified
beneficiaries.

Section 10.12     Third Party Beneficiary; Termination At Will

Nothing in this  Article 10 shall create any third party  beneficiary  rights in
any  employee  or  former  employee  of  Seller.  Seller  and  Buyer  agree  and
acknowledge that the transactions contemplated by this Agreement will not affect
the "at will" employment status of the Transferred Employees.

Section 10.13  Notification of Hire

In order to assist  Seller in the proper  administration  of its  severance  pay
program,  Buyer agrees to inform Seller whenever it hires, either as an employee
or as an  independent  contractor or consultant,  any former  Employee of Seller
receiving  severance  pay from Seller at any time  within  three years after the
expiration date of the Lease, and Seller shall periodically provide Buyer with a
list ofpersons receiving severance payments.

                          ARTICLE XI - INDEMNIFICATION

Section 11.1      Survival

The  representations  and warranties  made herein shall survive the Closing Date
but only for the enforcement of the indemnification provisions of this Agreement
and for  damages;  provided  however,  that  under no  circumstances  shall  the
transactions  contemplated  herein  be  voided  following  Closing  of the Asset
Purchase  Agreement  referenced  in Section  3.3. All  statements  as to factual
matters  contained in any  certificate  or other  instrument  delivered by or on
behalf  of  any  party  hereto   pursuant  hereto  or  in  connection  with  the
transactions  contemplated  hereby  shall be  deemed to be  representations  and
warranties by such party hereunder as of the Closing Date.  Sections 1.2 and 1.4
shall survive the termination of this Agreement.

Section 11.2      Indemnification of Buyer by Seller

Subject to the limitations  set forth in Section 11.5 of this Agreement,  Seller
agrees to hold harmless, indemnify and defend Buyer and ICN and their respective
directors,  officers and employees thereof, from and against, and will reimburse
such indemnified parties with respect to, any and all claims, demands, causes of
action,  proceedings,  losses,  damages,  debts, expenses,  liabilities,  fines,
penalties,  deficiencies,  judgments or costs,  including,  without  limitation,
reasonable  accountants'  and  attorneys'  fees,  court  costs,  amounts paid in
settlement and costs and expenses of investigations (collectively,  "Claims") at
any  time  and  from  time to time  asserted  against  or  incurred  by any such
indemnified party insofar as such Claims are based upon:

          a) any  breach  or  nonfulfillment  of,  or  any  inaccuracy  in,  any
covenant,  representation  or warranty  contained  herein on behalf of Seller in
connection with the transactions contemplated hereby;

          b) any  injury to any  person,  or damage to any  property,  occurring
before or after the  Closing  Date  related in any way to the Plant Site that is
attributable to Seller's  negligence or willful  misconduct,  excluding injuries
that  relate  to the  supervision  by Buyer  (or an  affiliate  of  Buyer) of an
employee of Seller or Buyer;

          c) any Claim  against  Buyer  relating to the Plant Site or the Assets
that arises from or is based upon any action,  event or condition existing on or
occurring  before the Closing Date,  excluding  Claims  attributable  to Buyer's
negligence or willful misconduct;

          d) any Claim by an Employee  for  severance  or  termination  pay as a
result of the transactions  contemplated by this Agreement  (except as otherwise
provided in this Agreement),  excluding Claims attributable to Buyer as provided
in this Agreement;

          e) the  failure of Seller to comply with the "bulk  transfer"  laws of
any jurisdiction in connection with the transactions contemplated hereby;

          f) the failure of Seller to pay any taxes, applicable to periods prior
to Closing  including,  without  limitation,  any sales tax  resulting  from the
transfer  of the  Assets  to  Buyer,  or to make any  unemployment  compensation
insurance contribution that was due prior to the Closing Date;

          g) any  Claim  based  upon  or  relating  to the  manufacture,  usage,
distribution or sale by Seller of its or its affiliates'  products  manufactured
at the Plant Site prior to the Closing Date; or

          h)  any  Claim  that  arises  out  of  a  Claim  of   infringement  or
unauthorized  use of any  patent,  copyright,  trade  secret,  know how or other
intellectual property right resulting from Seller's activities at the Plant Site
or Buyer's  production of Seller or its  affiliates'  products at the Plant Site
after the Closing Date.

Section 11.3      Indemnification of Seller by Buyer

Buyer agrees to hold harmless,  indemnify and defend Seller and its  affiliates,
and the directors,  officers and employees thereof,  from and against,  and will
reimburse such  indemnified  parties with respect to Claims at any time and from
time to time asserted against or incurred by any such indemnified  party insofar
as such Claims are based upon:

          a) any  breach  or  nonfulfillment  of,  or  any  inaccuracy  in,  any
covenant,  representation  or warranty  contained  herein or  otherwise  made in
writing  by  or  on  behalf  of  Buyer  in  connection  with  the   transactions
contemplated hereby;

          b) any  injury to any  person,  or damage to any  property,  occurring
before or after the  Closing  Date  related in any way to the Plant Site that is
attributable to Buyer's  negligence or willful  misconduct or, with respect to a
Claim or suit relating to an employee of Seller, is attributable to Buyer's sole
negligence or willful misconduct;

          c) any Claim against Seller or involving any of the Assets that arises
from or is based upon any action, event or condition existing or occurring after
the Closing  Date,  excluding  Claims  attributable  to Seller's  negligence  or
willful misconduct; or

          d) any Claim based upon or relating  to the  validation,  manufacture,
usage,  distribution or sale of Buyer's products  manufactured at the Plant Site
whether prior or after the Closing Date;

          e)  any  Claim  arising  out  of or  relating  to  the  employment  or
termination of employees of Buyer;

          f) the failure of Buyer to comply with the "bulk transfer" laws of any
jurisdiction in connection with the transactions contemplated hereby;

          g)  the  failure  of  Buyer  to  pay  any  taxes,  including,  without
limitation, any sales tax resulting from the transfer of the Assets to Buyer, or
to make any unemployment  compensation insurance contribution that was due after
the Closing Date;

          h) the failure of Buyer to comply with any of the obligations provided
for in Sections 10.1 and 10.10 if such failure results in Seller being obligated
to pay any severance or termination  pay or provide  benefits to any Employee or
Transferred Employee.

Section 11.4      Indemnification Procedure

The  indemnification  obligations  under this Article XI shall survive until the
fifth anniversary of the Closing Date, and shall survive any termination of this
Agreement until the third  anniversary of the termination.  The  indemnification
obligations  in section 11.2 (F) shall  survive  until the statute of limitation
has  expired  for such tax  obligation.  In the  event of any  Claim  for  which
indemnification  is sought under this Article XI by a person or entity specified
in Section 11.2 or 11.3 hereof (an "Indemnified Party"):

          a) The  Indemnified  Party  will give the  indemnifying  party  prompt
written notice of the Claim asserted  against or imposed upon or incurred by the
Indemnified Party (which notice shall set forth the basis of the Claim).

          b) The  Indemnified  Party shall not  compromise  or settle such claim
without the approval of the  indemnifying  party,  which  approval  shall not be
unreasonably withheld or delayed.

Section 11.5      Limitation of Liability

          a)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary, Buyer agree that the total liability of Seller and Synrex to Buyer and
ICN for any damages or other injury which Buyer or ICN may sustain or incur as a
result of a breach of any provision or covenant of this  Agreement by Seller and
Syntex, any indemnification provisions of Article XI, Section 4.12, or any other
provision   of  this   Agreement   shall  not   exceed   Twenty   Five   Million
($25,000,000.00)  Dollars in the aggregate for any and all claims, whether past,
present and future,  and in the event that Seller  and/or  Syntex shall pay such
amount, Seller and Syntex shall be discharged of any liability to Buyer and ICN.

          b)  Notwithstanding  anything  contained  in  this  Agreement  to  the
contrary,  Seller and Syntex agree that the total  liability of Buyer and ICN to
Seller and Syntex for any  damages or other  injury  which  Seller or Syntex may
sustain or incur as a result of a breach of any  provision  or  covenant of this
Agreement by Buyer or ICN, any indemnification provisions of Article XI, Section
4.12,  or any other  provision of this  Agreement  shall not exceed  Twenty Five
Million  ($25,000,000.00)  Dollars  in the  aggregate  for any  and all  claims,
whether past,  present and future,  and in the event that Buyer and/or ICN shall
pay such amount,  Buyer and ICN shall be  discharged  of any liability to Seller
and Syntex.

                            ARTICLE XII - TERMINATION

Section 12.1      Termination by Seller

         Without  prejudice  to other  rights  and  remedies  which it may have,
Seller may, at its option,  terminate  this  Agreement  at any time prior to the
Closing by giving notice thereof to the other party if:

          a) A bona fide legal  action or  proceeding  is pending or  threatened
against  the  other  party  as of the date of such  notice  of  termination,  an
unfavorable judgment, decree or order in such action or proceeding would prevent
or make  unlawful  the  consummation  of the  transaction  contemplated  by this
Agreement and an unfavorable judgment, order or decree is likely;

          b) Any  representation,  warranty or covenant in this Agreement  shall
prove to have been  incorrect,  incomplete or misleading at the time it was made
in any material respect; or

          c) Any of the conditions precedent do not occur.

Section 12.2      Eminent Domain; Damage or Destruction

If prior to the Closing  Date all or any material  part of the Real  Property is
(i) taken or  threatened  by eminent  domain or (ii)  damaged or  destroyed,  in
Seller's opinion,  Seller may, by written notice to Buyer,  elect to cancel this
Agreement.  If a material part of the Real Property is taken by eminent  domain,
damaged or destroyed but this Agreement is not so canceled with respect thereto,
or if an immaterial part of the Real Property is so taken, damaged or destroyed,
then  in  either  of  said  events,  Buyer  shall  be  obligated  to  close  the
transactions  contemplated  by this  Agreement  and Buyer  shall be  entitled to
receive any and all condemnation or insurance proceeds as the case may be.

Section 12.3      Effect of Termination

In the event of termination of this Agreement as expressly  permitted under this
Article XII, this Agreement  shall  forthwith  become void and there shall be no
liability on the part of either party, or their respective officers,  directors,
or affiliated companies,  to the other, except that the provisions of Article XI
and Section 13.2 hereof shall survive any such termination.

                                             ARTICLE XIII - CONFIDENTIALITY


Section 13.1      Confidentiality

          a) The  commitments  set forth in this Section 13.2 shall be effective
as of the date hereof and shall survive the termination of this Agreement.

          b) Seller , ICN and Buyer each  acknowledge  and agree that each party
may have access to certain proprietary  information of the other party by virtue
of their activities at the Plant Site ("Confidential Information").

          c) Seller,  ICN and Buyer, as the case may be, hereby agree as follows
with respect to the Confidential  Information  received by or to which access is
provided to the other party:

               (i) that the disclosure of or access to Confidential  Information
          will be held in strict confidence by Seller, ICN and Buyer;

               (ii)  that  Seller,  ICN and  Buyer  will  take all  steps as are
          necessary to prevent the  disclosure of  Confidential  Information  to
          others; and

               (iii) the  Seller,  ICN and Buyer will not  commercially  utilize
          Confidential Information for purposes out the scope of this Agreement.

          d) In the  event  that any  party is  legally  required  by a court or
governmental   agency  of  competent   jurisdiction  to  disclose   Confidential
Information,  prompt  notice  shall be given by the party  required to make such
disclosure  to the other  party to enable the other  party to seek a  protective
order or other appropriate  remedy or to waive compliance with the provisions of
this Section 13.2 as to such required  disclosure.  If no  protective  order has
been obtained by not later than the date upon which the party of whom disclosure
is required must disclose or suffer  penalty of contempt or other  censure,  the
other party shall be deemed to have waived  compliance  with the  provisions  of
this Section 13.2 as to such disclosure.

          e) The  commitments set forth in this Section 13.2 shall not extend to
any portion of Confidential Information:

                  (i)      that was in the public domain prior to disclosure;

                  (ii) that was not  acquired,  directly or  indirectly,  in any
         manner from Seller,  ICN or Buyer and that Seller, ICN or Buyer, as the
         case may be,  lawfully had in its possession  prior to the Closing Date
         or that Seller,  ICN or Buyer,  as the case may be,  lawfully  acquires
         from a source not under an  obligation  of  secrecy  to Seller,  ICN or
         Buyer, as the case may be; or

                  (iii) that, after the Closing Date, through no act on the part
         of Seller, ICN or Buyer, becomes information generally available to the
         public.

                  (iv)     developed independently by ICN or Buyer without any 
         use of the Confidential Information;


         f) Seller,  ICN and Buyer  agree that the terms of the  confidentiality
agreement  between affiliate of Seller and ICN dated as of March 21, l997 are in
full force and effect and are not affected by this Agreement.

         g) Seller and Buyer agree to cooperate regarding joint communication of
this  transaction  to  their   respective   employees  and  will  not  make  any
communication without the prior consent of the other party.

                           ARTICLE XIV - MISCELLANEOUS

Section 14.1      Notices

All notices,  requests,  demands and other communications  hereunder shall be in
writing and shall be deemed duly given if and when delivered  personally or sent
by certified mail (return receipt requested, postage prepaid) or telecopy:

TO BUYER OR ICN:           ICN Puerto Rico, Inc.
                                    American Industrial Plaza
                                    250 Munoz Riviera Avenue
                                    San Juan, Puerto Rico 00918
                                    Attn:  Walter Chow
                                    Fax:  787-753-8944


WITH A COPY TO:            ICN Pharmaceuticals, Inc.
                                    ICN Plaza
                                    3300 Hyland Avenue
                                    Costa Mesa, California 92626
                                    Attn:  General Counsel
                                    Fax:  714-641-7274

TO SELLER:                          Syntex (F.P.) Inc.
                                    B.O.Mariana
                                    Road 909 Km 1.1
                                    Humacao, Puerto Rico 00791-9731
                                    Attn: Plant Manager
                                    Fax: 787-850-6160

                                    Syntex (U.S.A.) Inc.
                                    c/o Roche Bioscience
                                    3401 Hillview Avenue
                                    Palo Alto, CA 94304
                                    Attn: Law Department
                                    Fax: 415-852-1338




WITH A COPY TO:            Frederick C. Kentz III
                                    340 Kingsland Street
                                    Building 85, 8th floor
                                    Nutley, NJ 07110-1199
                                    Fax:  201-235-3500

or to such other  address as either party may notify the other party in writing.
All notices and copies shall be sent simultaneously.

Section 14.2      Expenses

Except as specifically set forth in this Agreement, each party hereto shall bear
all of its own costs,  fees and  expenses in  connection  with the  transactions
contemplated hereby.

Section 14.3      Assignment

This  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective  successors and permitted assigns.  No party
hereby may assign any of its rights hereunder  without the prior written consent
of the other  party  hereto,  except  that Buyer or Seller may assign its rights
hereunder to any of their respective affiliates; provided, however, that neither
Buyer nor Seller shall be relieved of its obligations hereunder.

Section 14.4      Governing Law

This  Agreement  shall be governed and construed in accordance  with the laws of
the Commonwealth of Puerto Rico.

Section 14.5      Waiver and Amendment

Except as  otherwise  expressly  provided  herein,  no  provision  hereof may be
waived,  amended or otherwise  modified except by a written  agreement signed by
each party hereto.

Section 14.6      Entire Agreement

This  Agreement,  together  with the  exhibits  and  schedules  hereto,  and the
Confidentiality  Agreement  between an  affiliate  of Seller and ICN dated as of
March 21,  l997,  embody the entire  agreement  and  understanding  between  the
parties hereto with respect to the subject matter hereof and supersede all prior
agreements and understandings relating thereto.

Section 14.7      Binding Agreement

The Agreement constitutes, and all other agreements and instruments entered into
or  delivered  in  connection  with the  transactions  contemplated  hereby will
constitute, the valid and binding obligations of the parties and are enforceable
against the parties in accordance with their terms,  except as may be limited by
applicable bankruptcy, insolvency, reorganization,  moratorium, or other similar
laws affecting the enforcement of creditor's  rights,  or rules of law governing
specific performance, injunctive relief or other equitable remedies.


<PAGE>



Section 14.8      Headings

The headings of this  Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

Section 14.9      Severability

If all or any portion or provision of this Agreement shall to any extent be held
invalid or  unenforceable  in whole or in part by a court or agency having valid
jurisdiction  pursuant to a valid  decision or decree,  then the parties  hereto
expressly  agree to be bound by any lesser  covenant  imposing the maximum legal
duty permitted by law that is subsumed within the terms of such covenant,  as if
the  resulting  covenants  were  separately  stated  in and  made a part of this
Agreement,  and the remainder of this  Agreement  shall remain in full force and
effect.

Section 14.10     Counterparts

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original,  but all of which taken together shall constitute one and
the same instrument.

Section 14.11     Hart-Scott-Rodino

 Following execution,  the parties shall cooperate to facilitate a timely filing
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Section 14.12     Puerto Rico Bulk Sales Act

Buyer agrees to comply with the provisions of the Puerto Rico Sales Transfer Act
10  L.P.R.A.  ss. 61 et.  seq.  Seller  agrees to furnish  information  to Buyer
necessary to comply.

Section 14.13     ICN Guarantee

ICN hereby  agrees to  guarantee,  jointly  and  severally  with the Buyer,  the
payment  and  performance  of all of the  obligations  of the Buyer  under  this
Agreement  and any of the related  agreements.  This guaranty is an absolute and
unconditional  guaranty of the full and punctual  payment and performance of the
Buyer's obligations under this Agreement and any related agreement and in no way
conditioned  upon any  requirement  that the Seller first  attempt to collect or
make  performance  of any such  obligations  from the  Buyer  or  resort  to any
security or other means of obtaining payment or performance of Buyer.


<PAGE>



Section 14.14     Syntex (U.S.A.) Inc. Guarantee

Syntex (U.S.A.) Inc. hereby agrees to guarantee,  jointly and severally with the
Seller,  the payment and  performance  of all of the  obligations  of the Seller
under this  Agreement  and any of the related  agreements.  This  guaranty is an
absolute  and  unconditional  guaranty  of the full  and  punctual  payment  and
performance  of the Seller's  obligations  under this  Agreement and any related
agreement and in no way conditioned  upon any  requirement  that the Buyer first
attempt to collect or make  performance of any such  obligations from the Seller
or resort to any security or other means of obtaining  payment or performance of
Seller.


IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the date first set forth above.

SELLER                               BUYER

SYNTEX (F.P.) INC.                   ICN PUERTO RICO,  INC.

By: /s/ Edward C. Thiele             By:  /s/ Bill A. MacDonald
Name:  Edward C. Thiele              Name:  Bill A. MacDonald
Title: Vice President                Title: President



SYNTEX (U.S.A.) INC.                 ICN PHARMACEUTICALS, INC.

By: /s/ David R. Austin              By: /s/ Bill A. MacDonald
Name:  David R. Austin               Name:  Bill A. MacDonald
Title: Vice President                Title: Executive Vice President