AMENDED AND RESTATED ASSET PURCHASE AGREEMENT for VANIQA

Exhibit 2.2

AMENDED AND RESTATED

ASSET PURCHASE AGREEMENT

for VANIQA®

between

WOMEN FIRST HEALTHCARE, INC.

as Seller,

and

SKINMEDICA, INC., or its designee

as Purchaser

Dated as of June 24, 2004

TABLE OF CONTENTS

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AMENDED AND RESTATED

ASSET PURCHASE AGREEMENT

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “ Agreement ”) dated as of June 24, 2004 (the “ Agreement Date ”) is between Women First HealthCare, Inc., a Delaware corporation (“ Seller ” or “ WFHC ”), and SkinMedica, Inc., a Delaware corporation, or its designee (subject to and in accordance with Section 11.08 hereof) (“ Purchaser ”).

RECITALS

WHEREAS, Seller is engaged in the business, directly or indirectly through its Affiliates (as defined in Section 1.01), of distributing, marketing and selling current presentations and formulations of the prescription form of VANIQA® (eflornithine hydrochloride) Cream, 13.9% (the “ Product ”) for use in the Indication (as defined in Section 1.01) (such business as conducted by Seller, the “ Business ”);

WHEREAS, Seller has filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (as defined in Section 1.01) in the Bankruptcy Court (as defined in Section 1.01);

WHEREAS, Seller intends to request that the Bankruptcy Court authorize and approve the transactions contemplated herein through the Chapter 11 Case (as defined in Section 1.01) pursuant to, among others, Sections 105, 363 and 365 of the Bankruptcy Code and terms of an auction commenced pursuant to the Bidding Procedures Order entered May 19, 2004;

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, Seller’s right, title and interest in and to the Acquired Assets (as defined in Section 1.01);

WHEREAS, Purchaser desires to assume, and Seller desires to have assumed, the Assumed Liabilities (as defined in Section 2.02(a)); and

WHEREAS, this Agreement supersedes the Asset Purchase Agreement dated April 29, 2004 between Purchaser and Seller, as amended by Amendment No. 1 thereto, which agreement shall be of no further force or effect.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

SECTION 1.

DEFINITIONS AND INTERPRETATION

Section 1.01. Defined Terms .

For purposes of this Agreement:

“ Acquired Assets ” shall mean (a) the Intellectual Property, (b) the Books and Records, (c) the Marketing Materials, (d) the Inventory, (e) the Regulatory Documentation, (f) the Assumed Contracts, (g) the content (including any data or databases, the design, and look and feel) of, and any software owned by Seller used to operate, the web sites having any of the URLs listed on Schedule 3.09(a) (excluding all Names), and (h) all rights directly relating to the foregoing, including all claims, counterclaims, credits, causes of action, choses in action, rights of recovery and rights of setoff, but specifically excluding the Excluded Assets.

“ Affiliate ” shall mean, with respect to any Person, any Person which, directly or indirectly, controls, is controlled by or is under common control with, the specified Person. For purposes of this definition, the term “ control ” as applied to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management of that Person, whether through ownership of voting securities or otherwise.

“ Alternative Transaction ” shall mean a transaction or series of related transactions pursuant to which Seller accepts, and the Bankruptcy Court confirms, a Qualified Bid for the Acquired Assets or any group of assets that includes the Acquired Assets, other than that of Purchaser, as the highest or best offer.

“ Assignment of Copyrights ” shall mean the Assignment of Copyrights agreement executed by Seller and Purchaser in substantially the form of Exhibit A .

“ Assignment of Internet Names ” shall mean the Assignment of Internet Names agreement executed by Seller and Purchaser in substantially the form of Exhibit B .

“ Assignment of Seller Patents ” shall mean the Assignment of Patents agreement executed by Seller and Purchaser in substantially the form of Exhibit C .

“ Assignment of Trademarks ” shall mean the Assignment of Trademarks agreement executed by Seller and Purchaser in substantially the form of Exhibit D .

“ Assumed Contracts ” shall mean the Contracts listed on Exhibit E .

“ Assumption Agreement ” shall mean the Assumption Agreement executed by Purchaser in substantially the form of Exhibit F .

“ Auction ” shall mean the auction that Seller will conduct at the time and place set forth in the Bidding Procedures Order in the event that Seller receives one or more Qualified Bids in addition to Purchaser’s Qualified Bid under this Agreement.

“ Avoidance Action ” shall mean all rights and avoidance claims of Seller arising under Chapter 5 of the Bankruptcy Code.

“ Balance Sheet ” shall mean the balance sheet of Seller as of December 31, 2003 included in the Financial Statements.

“ Bankruptcy Code ” shall mean title 11 of the United States Code, as amended and in effect from time to time.

“ Bankruptcy Court ” shall mean the United States Bankruptcy Court for the District of Delaware having jurisdiction over Seller and its assets.

“ Bidding Procedures ” shall have the meaning set forth in the Bidding Procedures Order.

“ Bidding Procedures Order ” shall mean the order of the Bankruptcy Court, pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code: (a) authorizing and scheduling the Auction; (b) approving procedures for the submission of Qualified Bids; (c) in the case of any subsequent Qualified Bids, approving the initial overbid of at least $1,250,000 and further incremental overbids of at least $100,000;

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(d) approving the Break-Up Fee and Expense Reimbursement; (e) scheduling a hearing to consider approval of such sale; and (f) approving the form and manner of notice of the Auction procedures and sale hearing, which order, entered by the Bankruptcy Court on May 19, 2004, is attached as Exhibit G .

“ Bill of Sale ” shall mean the Bill of Sale in substantially the form of Exhibit H .

“ BMS ” shall mean Bristol-Myers Squibb Company.

“ BMS Know-How ” shall have the meaning set forth in the Master Vaniqa® License Agreement.

“ BMS Manufacturing Know-How ” shall have the meaning set forth in that certain Supply Agreement dated June 25, 2002, as amended pursuant to the First Amendment to Supply Agreement dated September 8, 2003, between WFHC and BMS.

“ Books and Records ” shall mean (a) all books, records and recorded information, including customer, physician and supplier lists, of Seller or its Affiliates primarily related to the Business as of the Closing Date and (b) laboratory books, batch records, stability and clinical studies and regulatory files, if any, related to the Seller Patents.

“ Business Day ” shall mean a day other than Saturday, Sunday or any other day on which banking institutions in New York, New York or San Diego, California are required or authorized to close by law or executive order.

“ CERCLA ” shall have the meaning given in the definition of “ Hazardous Substance or Waste .”

“ C.F.R. ” shall mean the U.S. Code of Federal Regulations.

“ Chapter 11 Case ” shall mean the bankruptcy case commenced by Seller under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

“ Cleanup ” shall mean all actions required to: (A) cleanup, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment; (B) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger public health or welfare of the indoor or outdoor environment; (C) perform pre-remedial studies and investigations and post-remedial monitoring and care; or (D) respond to any government requests for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Materials in the indoor or outdoor environment.

“ Contract ” shall mean any agreement, contract, evidence of indebtedness, purchase order, lease, security or pledge agreement, or license to which Seller is a party or is bound and which relates primarily to the Business or Seller’s operations of distributing, marketing and selling the Product, whether oral or written, but excluding all Employee Plans.

“ Copyrights ” shall mean the copyrights, copyright registrations and applications held in Seller’s name set forth on Schedule 3.09(a ), and any other copyrights or works of authorship owned by Seller which are used or held for use primarily in the conduct or operation of the Business, both domestic and foreign.

“ Cure Costs ” shall mean all costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assumed Contracts.

“ DDMAC ” shall have the meaning given in the definition of “ Regulatory Documentation .”

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“ Default ” shall mean (i) a breach of or default under any Contract, (ii) the occurrence of an event that with the passage of time or the giving of notice or both would constitute a breach of or default under any Contract, or (iii) the occurrence of an event that with or without the passage of time or the giving of notice or both would give rise to a right of termination, renegotiation or acceleration under any Contract.

“ Employee Plan ” shall mean each employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, maintained, used or held for use in the conduct or operation of the Business covering any employee of Seller.

“ Environmental Claim ” shall mean any claim, action, cause of action, investigation or notice (written or oral) by any Person alleging potential liability (including, without limitation, potential liability for investigatory costs, Cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (A) the presence, or Release into the indoor or outdoor environment, of any Hazardous Materials at any location, whether or not owned or operated, used or held for use in the conduct or operation of the Business, or (B) circumstances forming the basis of any violation, or alleged violation, of any Environmental Laws.

“ Environmental Laws ” shall mean all federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment, including without limitation, laws relating to Releases or threatened Releases of Hazardous Materials into the indoor or outdoor environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, disposal, transport or handling of Hazardous Materials and all laws and regulations with regard to record keeping, notification, disclosure and reporting requirements respecting Hazardous Materials, and all laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

“ Escrow Amount ” shall mean an amount equal to $1,000,000.

“ Excluded Assets ” shall mean all assets, properties and rights of Seller and any of its Affiliates of whatever kind and nature, real or personal, tangible or intangible, that are not used or held for use primarily in the operation or conduct of the Business.

“ Expense Reimbursement ” shall mean all of the reasonable, documented out-of-pocket costs and expenses, including reasonable attorneys’ fees, and fees of other professionals, incurred on or after March 1, 2004 by Purchaser for or in connection with the negotiation, documentation and implementation of this Agreement and the transactions contemplated hereby and participation in the Chapter 11 Case, in an amount not to exceed $250,000 in the aggregate.

“ FDA ” shall mean the United States Food and Drug Administration, or any successor entity.

“ Final Order ” shall mean an order issued and entered by the Bankruptcy Court or by any other court of competent jurisdiction which has not been reversed, stayed, modified, or amended and as to which (i) the time to appeal or petition for review, rehearing or certiorari has expired and no appeal or petition for review, rehearing or certiorari has been timely filed, or (ii) any appeal or petition for review, rehearing or certiorari has been finally decided and no further appeal or petition for review, rehearing or certiorari can been taken or granted.

“ Financial Statements ” shall mean the audited consolidated balance sheets of Seller as of December 31, 2003 and 2002 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2003 included in Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

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“ GAAP ” shall mean United States generally accepted accounting principles as in effect on the Agreement Date.

“ Gillette ” shall mean The Gillette Company, a Delaware corporation.

“ Gillette Know-How ” shall have the meaning set forth in the Master Vaniqa® License Agreement.

“ Gillette Patents ” shall mean: (a) U.S. Patents 4,720,489 and 5,648,394; (b) all divisionals, continuations, continuations-in-part, reissues, extensions, reexaminations, or renewal applications related to the foregoing; and (c) all foreign equivalents to any of the foregoing.

“ Governmental Entity ” shall mean any court of competent jurisdiction, legislature, governmental agency, administrative agency or commission or other governmental authority or other instrumentality of the United States or any other country, or any state, county, city or other political subdivision thereof.

“ Hazardous Materials ” shall mean (i) all substances defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan (“ NOHSPCP ”), 40 C.F.R. §300.5; (ii) all substances which are designated pursuant to Section 311(b)(2)(A) of the Federal Water Pollution Control Act (“ FWPCA ”), 33 U.S.C. § 1251 et seq.; (iii) any element, compound, mixture, solution, or substance which is designated pursuant to Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act (“ CERCLA ”), 42 U.S.C. § 9601 et seq.; (iv) any hazardous waste having the characteristics which are identified under or listed pursuant to Section 3001 of the Resource Conservation and Recovery Act (“ RCRA ”), 42 U.S.C. § 6901 et seq.; (v) any toxic pollutant listed under Section 307(a) of the FWPCA; (vi) any hazardous air pollutant which is listed under Section 112 of the Clean Air Act, 42 U.S.C. § 7401 et seq.; (vii) any imminently hazardous chemical substance or mixture with respect to which action has been taken pursuant to Section 7 of the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq.; (viii) petroleum, crude oil, or any fraction thereof; (ix) exposed asbestos and (x) dangerous, toxic, or hazardous substances or similar terms under any other federal, state, provincial or local Environmental Law.

“ IND ” shall have the meaning given in the definition of “ Regulatory Documentation .”

“ Indication ” shall mean the treatment of unwanted facial hair in women.

“ Intellectual Property ” shall mean, collectively, (a) the Know-How, (b) the Trademarks, (c) the Copyrights, (d) the Trade Dress, (e) the Internet Names and (f) the Seller Patents.

“ Internet Names ” shall mean the web addresses, domain names, e-mail addresses and phone numbers held in Seller’s name set forth in Schedule 3.09(a ), and the applications and registrations therefor.

“ Inventory ” shall mean the units of finished Product packaged for commercial sale as of the Closing Date.

“ Know-How ” shall mean the Manufacturing Know-How and the WFHC Know-How.

“ Knowledge ” or “ Known ” shall mean with respect to Seller, the actual knowledge of each of the individuals set forth on Schedule 1.01(a) .

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“ Liability ” shall mean any liability, claim, demand or obligation, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due.

“ Lien ” shall mean any lien (statutory or otherwise), claim, charge, option, security interest, pledge, mortgage, deed of trust, restriction, financing statement or similar encumbrance of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the nature of a security device), as well as all other liens, claims, encumbrances and interests in property which a debtor may sell “free and clear” of under applicable bankruptcy law.

“ Manufacturing Know-How ” shall mean the percentages and specifications of ingredients, the manufacturing processes, specifications, technology, inventions, assays, quality control and testing procedures, know-how and trade secrets owned by Seller and used to manufacture, formulate, test and package the Product for sale, marketing and distribution as of the Closing Date. For the sake of clarity, none of the foregoing information shall be included in Know-How to the extent that such information is covered by any claim of any Patent.

“ Marketing Materials ” shall mean all marketing materials, marketing research data, customer and sales information, product literature, promotional materials and data, advertising and display materials and all training materials in whatever medium (e.g., audio, visual or print) and primarily related to the Business or the Acquired Assets as of the Closing Date.

“ Master Vaniqa ® License Agreement ” shall mean that certain License Agreement dated June 25, 2002, among WFHC, Gillette and BMS in effect as of the Effective Date (as defined therein), a copy of which is attached hereto as Exhibit I .

“ Master Vaniqa ® Purchase Agreement ” shall mean that certain Asset Purchase Agreement for Vaniqa® dated June 25, 2002 among WFHC, Gillette, BMS and the Partnership, a copy of which is attached hereto as Exhibit J .

“ Material Adverse Effect ” shall mean, with respect to a Person, any event, circumstance or effect, whether individually or in the aggregate, that does or is reasonably expected to have a material adverse effect (a) on the business, operations, financial condition, assets or properties, or Liabilities of such Person or (b) on the right or ability of such Person to consummate the transactions contemplated hereby, provided , however , a material adverse effect shall not include general economic or industry circumstances or events and, with respect to Seller, shall not include changes or effects resulting directly or indirectly from the filing by Seller of the Chapter 11 Case.

“ Names ” shall mean “Women First HealthCare” and variations and derivates thereof, any other logos, trademarks, trade names or service marks of Seller other than the Trademarks, and any NDC Numbers of Seller.

“ NDA ” shall mean any new drug application filed pursuant to the requirements of the FDA, as more fully defined in 21 C.F.R. § 314.5 et seq. , and any equivalent application filed with any Governmental Entity.

“ NDC Number ” shall mean the unique, identifying number assigned to a drug product, including the labeler code, product code and package code, in connection with the drug listing requirements of Section 510(j) of the FD&C Act and applicable FDA rules and regulations.

“ NOHSPCP ” shall have the meaning given in the definition of “ Hazardous Substance or Waste .”

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“ Order ” shall mean any decree, order, injunction, rule, judgment, or consent of or by any court or Governmental Entity.

“ Ordinary Course of Business ” shall mean the operation of the Business by Seller in the usual and ordinary course in a manner substantially similar to the manner in which Seller operated during the fiscal year ended December 31, 2003.

“ Partnership ” shall mean Westwood-Squibb Colton Holdings Partnership.

“ Patents ” shall mean patents and patent applications, and all additions, divisions, continuations, continuations-in-part, provisionals, continued prosecution applications, substitutions, reissues, extensions, registrations and renewals of any of the foregoing, both domestic and foreign.

“ Permits ” shall mean all transferable licenses, permits, approvals, certificates of occupancy, authorizations, operating permits, registrations, plans and the like relating exclusively to the conduct of the Business for which consent is obtained.

“ Permitted Liens ” shall mean each of the following: (i) Liens for Taxes not yet due and payable as of the Closing Date; (ii) statutory Liens which secure amounts not due and payable as of the Closing Date that arise, and which are customarily discharged, in the ordinary course of business; (iii) the Shire License Agreement; and (iv) easements, right of way and similar imperfections of title and encumbrances, if any, that individually or in the aggregate, do not materially impair the Acquired Assets or their use in the Business.

“ Person ” shall mean any individual, group, corporation, partnership or other organization or entity, including any Governmental Entity.

“ Pipeline Number ” shall mean the number of tubes of Product equal to (i) the estimated number of tubes of Product held by wholesalers, chain warehouses and pharmacies (calculated for pharmacies as one-half of the April 2004 withdrawal rate per NDC or reasonably equivalent prescription data) as of April 30, 2004 (the “ April Estimate ”) plus (ii) the number of tubes of Product, if any, shipped by Seller to wholesalers, chain warehouses and pharmacies on or after May 1, 2004 and before June 25, 2004 minus (iii) the product of (A) the Withdrawal Rate times (B) the number of days from and including May 1, 2004 until (but excluding) June 25, 2004 minus (iv) the Repurchase Tubes (as defined in Section 2.02(b)) minus (v) any tubes of Product returned to Seller by wholesalers, chain warehouses or pharmacies on or after May 1, 2004 and before June 25, 2004 and included in the calculation of Liability to Customers (as defined in Section 2.03(a)(i)). Each of Seller and Purchaser acknowledges and agrees that the April Estimate shall be 115,958.

“ Product Registrations ” shall mean the NDAs (including any marketing authorization approvals) and comparable regulatory filings in any country and approvals for the Product held in Seller’s name as set forth in Schedule 1.01(b).

“ Qualified Bid ” shall have the meaning set forth in the Bidding Procedures Order.

“ RCRA ” shall have the meaning given in the definition of “Hazardous Materials.”

“ Registered Intellectual Property ” shall mean any Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with or recorded by any Governmental Entity, other public legal authority or internet domain registrars or registries.

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“ Regulation ” shall mean any law, statute, regulation, ruling, rule or Order of, administered or enforced by or on behalf of, any court or governmental authority.

“ Regulatory Documentation ” shall mean (a) all regulatory filings and supporting documents, chemistry, manufacturing and controls data and documentation, preclinical and clinical studies and tests, (b) the NDA and all regulatory files and foreign equivalents related thereto, (c) all records maintained under record keeping or reporting requirements of the FDA or any other Governmental Entity including all investigational new drug (“IND”) applications, IND annual and safety reports, drug master files, FDA warning letters, FDA Notices of Adverse Finding Letters, FDA audit reports (including any responses to such reports), any correspondence with the Department of Drug Marketing, Advertising and Communications (the “DDMAC”), adverse event files, periodic safety update reports, complaint files, and annual product quality reviews, (d) the complete complaint, adverse event and medical inquiry filings with respect to the Product, in each case held by Seller or its Affiliates related to the Business, including the Product Registrations, and (e) any FDA Form 483’s concerning the Product issued to any manufacturer of the Product or any adverse notice delivered to a manufacturer concerning the Product.

“ Related Instruments ” shall mean the Confidentiality Agreement, Bill of Sale, Assumption Agreement, Assignment of Trademarks, Assignment of Copyrights, Assignment of Seller Patents, Assignment of Internet Names, Seller’s Officer’s Certificate, Purchaser’s Officer’s Certificate and any other agreements entered into in connection with the transaction contemplated in this Agreement.

“ Release ” shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment (including, without limitation, ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Materials through or in, the air, soil, surface water, groundwater or property.

“ Requirements of Laws ” shall mean any applicable foreign, federal, state and local laws, statutes, regulations, rules, codes, ordinances, enforceable judgments, injunctions, decrees and orders, permits, approvals, treaties, enacted, adopted, issued or promulgated by any Governmental Entity or common law then in effect.

“ Sale Hearing ” shall mean the hearing of the Bankruptcy Court to approve the transactions contemplated by this Agreement.

“ Sale Order ” shall mean the order of the Bankruptcy Court to be entered pursuant to, among others, Sections 105, 363 and 365 of the Bankruptcy Code approving the conveyance of the Acquired Assets on the terms and conditions set forth in this Agreement to Purchaser, in form and substance acceptable to Purchaser, which among other things determines (i) that the provisions of Section 363(n) of the Bankruptcy Code have not been violated, and (ii) that Purchaser will not incur any liability as a successor to Seller or its business and which contains those terms required by Section 7.01(d), and such other terms and conditions as Purchaser may require, including terms and conditions customarily employed in sale orders entered in transactions of this nature.

“ Seller Patents ” shall mean (a) U.S. Patent Application Serial Number 60/315,832 and U.S. Patent Application Serial Number 60/312,657, (b) all divisionals, continuations, continuations-in-part, improvements, reissues, extensions, reexaminations, or renewal applications related to the foregoing, (c) all foreign equivalents to any of the foregoing, and (d) all applications that relate to any of the foregoing. All such Patents and foreign equivalents granted or filed as of the date of this Agreement are set forth on Schedule 3.09(a).

“ Shire ” shall mean Shire Pharmaceuticals Ireland Limited.

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“ Shire License Agreement ” shall mean that certain License and Supply Agreement dated as of December 15, 2003 between WFHC and Shire.

“ Taxes ” or “ Tax ” in the singular form, shall mean any and all taxes, levies or other like assessments, including income, transfer, gains, gross receipts, excise, inventory, property (real, personal or intangible), custom duty, sales, use, license, withholding, payroll, employment, capital stock and franchise taxes, imposed by any Governmental Entity.

“ Tax Return ” shall mean any report, return or other information filed with any taxing authority with respect to Taxes imposed upon or attributable to the operations of the Business.

“ Third Party ” shall mean a Person who or which is neither a party hereto nor an Affiliate of a party hereto.

“ Trade Dress ” shall mean the trade dress and packaging held and used by Seller or held for use by Seller in the conduct or operation of the Business as of the Closing Date.

“ Trademarks ” shall mean all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor held in Seller’s name which are used or held for use in the Business as set forth on Schedule 3.09(a), together with the goodwill associated therewith, both domestic and foreign.

“ United States ” or “ U.S. ” shall mean the fifty (50) states of the United States of America, the District of Columbia, Puerto Rico and all possessions and territories of the United States of America.

“ U.S.C. ” shall mean the United States Code.

“ WFHC Know-How ” shall mean product specifications, processes, product designs, plans, trade secrets, ideas, concepts, inventions, manufacturing, engineering and other manuals and drawings, standard operating procedures, formulae, flow diagrams, chemical, pharmacological, toxicological, pharmaceutical, physical, analytical, safety, quality assurance, quality control and clinical data, technical information, research records, and all other confidential or proprietary technical and business information which is used primarily in the Business, in each case owned by WFHC or its Affiliates as of the Closing Date; provided, however, that “WFHC Know-How” shall not include the Gillette Know-How, BMS Know-How, BMS Manufacturing Know-How or Manufacturing Know-How. For the sake of clarity, none of the foregoing information shall be included in know-how to the extent that such information is covered by any claim of any Patents.

“ Withdrawal Rate ” shall mean the quotient of (i) number of tubes estimated or presumed to have been dispensed during April 2004 based on the April 2004 withdrawal rate per NDC or reasonably equivalent prescription data divided by (ii) thirty (30). Each of Purchaser and Seller acknowledges and agrees that the Withdrawal Rate shall be 581.

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Section 1.02. Other Defined Terms .

The following terms have the meanings set forth in the Sections set forth below:

Section 1.03. Interpretation .

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

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Section 1.04. Singular; Plural; Use of Words .

The definitions of the terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation .” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document in this Agreement shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in this Agreement), (b) any reference in this Agreement to any Person shall be construed to include the Person’s successors and assigns, (c) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement, and (d) all references in this Agreement to Sections, Exhibits or Schedules shall be construed to refer to Sections, Exhibits and Schedules of this Agreement. Any law or statute defined or referred to herein shall mean such law or statute as from time to time amended, modified or supplemented, including by succession of comparable successor laws and statutes.

SECTION 2.

CONSUMMATION OF TRANSACTION

Section 2.01. Acquired Assets .

(a) Transfer of Acquired Assets.

(b) No Assignment . Notwithstanding anything to the contrary contained in this Agreement, except as provided in the Sale Order, if the sale, assignment, transfer, conveyance or delivery

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or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any asset that would be an Acquired Asset, other than any Assumed Contract listed on Exhibit E hereto or any asset or assets that are material to the conduct of the Business on the whole, is (i) prohibited by any Requirements of Laws or (ii) would require any authorizations, approvals, consents or waivers from a Third Party or Governmental Entity and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing or obviated by the Sale Order, then in either case the Closing shall proceed without the sale, assignment, transfer, conveyance or delivery of such asset and this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery of such asset. In the event that the Closing proceeds without the sale, assignment, transfer, conveyance or delivery of any such asset, then following the Closing, the parties shall use their reasonable commercial efforts, and cooperate with each other in good faith, to obtain promptly such authorizations, approvals, consents or waivers so as to convey such assets to Purchaser, for no additional consideration; provided , however , that Seller shall not be required to pay any consideration to obtain any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in good faith (at their own expense) in any reasonable and lawful arrangements that will provide to Purchaser the benefits of use of such asset and to Seller the benefits, including any indemnities, that, in each case, it would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser seeks to obtain and is provided the benefits of an asset pursuant to this Section 2.01(b), from and after the Closing Date Purchaser shall perform the obligations of Seller with respect to such asset that arise after the Closing Date and satisfy any related obligations and Liabilities with respect to such asset that arise after the Closing Date, that in each case, but for the lack of an authorization, approval, consent or waiver to assign such obligations or Liabilities to Purchaser, would be Assumed Liabilities. If authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of any such asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall assign, transfer, convey and deliver such asset to Purchaser at no additional cost to Purchaser, as aforesaid.

Section 2.02. Assumed Liabilities .

(a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing Date, and Purchaser shall pay, perform and discharge when due, the following Liabilities, obligations and commitments of Seller and its Affiliates (the “ Assumed Liabilities ”):

(b) Prior to the Closing Date, Seller may make offers to repurchase tubes of Product from wholesale customers at prices to be specified by Seller and shall use commercially reasonable efforts to repurchase tubes of Product with expiration dates prior to June 30, 2005. Seller agrees to keep

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Purchaser reasonably informed of its efforts and progress in repurchasing tubes of Product. The number of tubes of Product, regardless of expiration date, that such customers agree, by written letter or notification delivered to the Seller on or before June 25, 2004 (or as resolved in accordance with paragraphs 17 and 18 of the Sale Order), to return (which return shall be made to the Purchaser after the closing of the Sale) at the prices specified by Seller in its offers or at other prices mutually agreed to by Seller and such customers, shall be referred to herein as the “ Repurchase Tubes .” The aggregate dollar amount required to repurchase the Repurchase Tubes at the prices agreed upon by Seller and such customers shall be referred to herein as the “ Repurchase Liability .” The parties acknowledge and agree that the Repurchase Tubes shall be destroyed and in no event shall the Repurchase Tubes be re-sold by Seller or Purchaser.

(c) Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.02(a), Purchaser shall not assume, or otherwise be responsible for, any Liabilities of Seller whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Closing Date (“ Excluded Liabilities ”), which Excluded Liabilities include:

Section 2.03. Purchase Price .

(a) Purchase Price . As full and fair consideration for the Acquired Assets, Purchaser agrees to:

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(b) Earnest Money Deposit . Purchaser has delivered to the Seller an amount equal to $1,500,000 (the “ Deposit ”). Interest earned on the Deposit shall be credited to and become part of the Deposit reflected as it is credited to such accounts. As evidenced by the letter agreement, dated April 29, 2004, between Seller’s senior secured lenders and Purchaser, Seller’s senior secured lenders have agreed that Purchaser’s rights to any funds in the Earnest Money Deposit account pursuant to the terms of this Agreement are superior to the rights of such lenders to, or liens held by such lenders on, any funds in the Earnest Money Deposit account. The Deposit shall be disbursed in accordance with one of the following provisions, whichever shall apply:

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(c) Supply Agreement . Purchaser has informed Seller that it has a contingent right to purchase a limited number of tubes of Product under the Supply Agreement at discounts to the pricing previously disclosed to Seller, for an aggregate potential savings of up to $515,000 in the aggregate. Purchaser agrees that if the Closing Date shall be on or before July 15, 2004, Purchaser shall pay 50% of the savings with respect thereto (or an aggregate of $257,500) over to the Seller. Purchaser shall use commercially reasonable efforts to effect the Closing promptly and on or before July 15, 2004.

Section 2.04. Closing; Deliveries .

(a) Closing . Provided that the Sale Order shall have been entered and no stay with respect thereto shall be in effect and the closing of the transactions contemplated hereby (the “ Closing ”) is permitted under the terms of the Sale Order, the Closing shall take place at the offices of Latham & Watkins LLP, 12636 High Bluff Drive, Suite 300, San Diego, California 92130 and on a date and time (the “ Closing Date ”) to be mutually agreed upon by Purchaser and Seller.

(b) Closing Deliveries by Seller . At the Closing, Seller shall deliver or cause to be delivered four (4) originals or facsimiles (with originals to follow within forty-eight (48) hours after the Closing) of each of the following, in each case duly executed by Seller, (A) the Bill of Sale, (B) the Assignment of Copyrights, (C) the Assignment of Trademarks, (D) the Assignment of Seller Patents, (E) the Assignment of Internet Names, (F) the Assumption Agreement, (G) a certificate, duly executed by an authorized officer of Seller, in substantially the form attached hereto as Exhibit L (“ Seller’s Officer’s Certificate ”), (H) a certified copy of the resolutions of the Board of Directors of Seller approving the transactions contemplated hereby, (I) valid and binding consents of all Persons whose consent was obtained pursuant to Section 5.05(a)(i), (J) the Tube Liability Certificate, and (K) such other documents, instruments and certificates as may be appropriate to effect the transactions contemplated hereby as Purchaser may reasonably request.

(c) Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver or cause to be delivered to Seller:

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(d) Customer Liability and Repurchase Liability . At the Closing, Seller shall provide to Purchaser written confirmations from each of its four largest wholesale customers of such customer’s calculation of the Liability to Customers and Repurchase Liability relating to such customer. To the extent Seller is unable to obtain any of such confirmations, it shall provide Purchaser with a certificate, signed by an officer of Seller (the “ Tube Liability Certificate ”), that lists for each customer for which Seller has not obtained a confirmation, Seller’s calculation of Liability to Customer and Repurchase Liability for such customer and such customer’s calculation (if the same has been provided by such customer).

(e) Delivery of Documents . All documents delivered at the Closing by the parties pursuant to Sections 2.04(b) and 2.04(c)(ii) shall be dated as of the Closing Date.

(f) Delivery of Certain Acquired Assets . On the Closing Date, title to the Inventory, the Regulatory Documentation, the Books and Records and the Marketing Materials shall be transferred to Purchaser. Immediately following the Closing, Seller will make the Inventory available for pick up by Purchaser or its common carrier. In addition, promptly, but in no event later than ten (10) days following the Closing Date, Seller will deliver to Purchaser that portion of the Regulatory Documentation comprised of the complete complaint, adverse event and medical inquiry filings with respect to the Product. Promptly, but in no event later than thirty (30) days following the Closing Date, Seller will deliver the Books and Records, the Marketing Materials and the balance of the Regulatory Documentation to Purchaser. Seller shall bear the risk of loss to the Inventory, the Regulatory Documentation, the Books and Records and the Marketing Materials until they have been delivered to Purchaser or its common carrier; thereafter, Purchaser shall bear all risk of loss associated with such Acquired Assets and shall be solely responsible for procuring adequate insurance to protect against such loss. Seller shall continue to maintain adequate insurance against loss associated with the Acquired Assets until they have been delivered to Purchaser or its common carrier.

Section 2.05. Assumption of Assumed Contracts .

The Sale Order will provide for the assumption by Seller and the sale and assignment to Purchaser, effective upon the Closing, of the Assumed Contracts such that as of the Closing Date, Seller shall assume pursuant to Section 365(a) of the Bankruptcy Code and sell and assign to Purchaser pursuant to Sections 363(b), (f) and (m) and Section 365(f) of the Bankruptcy Code each of the Assumed Contracts. The Assumed Contracts are set forth on Exhibit E and identified by the date of the Assumed Contracts (if available) and the other party or parties to such Assumed Contract. The Cure Costs have been determined in good faith by Seller based on Seller’s Books and Records and are as set forth as of the date hereof on Schedule 2.05 of the Disclosure Schedule. Seller shall be responsible for providing notice to the non-debtor parties to all Assumed Contracts at least 30 calendar days prior to the Sale Hearing and shall make any filings and appearances with the Bankruptcy Court as required by the Bankruptcy Code or this Agreement. The Cure Costs shall be paid by Seller. True and complete copies of the Assumed Contracts, together with all amendments and supplements thereto and all waivers of any terms thereof, have been made available to Purchaser prior to the execution of this Agreement. Except as set forth on Schedule 2.05(a) : (1) subject to payment of any Cure Costs, and except for any default arising as a result of the commencement of the Chapter 11 Case or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller, each Assumed Contract is valid, binding and in full force and effect, and is enforceable by Seller, as applicable, in accordance with its terms; (2) subject to payment of any Cure Costs, and except for any default arising as a result of the commencement of the Chapter 11 Case, Seller and, to the Knowledge of Seller, each counterparty to any Assumed Contract, has performed in all respects the obligations required to be performed by it to date and

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is not in default under each Assumed Contract to which it is a party, except for such failure or failures to perform which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller and which would not prevent the assumption and assignment of the contract to Purchaser; (3) subject to payment of any Cure Costs and, except for any default arising as a result of the commencement of the Chapter 11 Case, Seller has not received any notice of default under any Assumed Contract to which it is a party, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller and there exists no event which, with or without the giving of notice or lapse of time or both, would constitute such default thereunder by Seller. Except as a result of the Chapter 11 Case or as set forth on Schedule 2.05(a) of the Disclosure Schedule, as of the date hereof, Seller is not in negotiations to amend, or contemplating the amendment of, any Assumed Contract. Except as set forth in the Shire License Agreement, Seller is not a party to or bound by any non-competition agreement that materially impairs its ability to operate the Business. Purchaser shall use commercially reasonable efforts to provide, to the extent necessary, evidence of its ability to provide adequate assurance of future performance of the obligations under the Assumed Contracts as required by Section 365 of the Bankruptcy Code.

Section 2.06. Risk of Loss .

Except as otherwise provided in Section 2.04(e), (a) until the Closing, any loss of or damage to the Acquired Assets from fire, casualty or any other occurrence shall be the sole responsibility of Seller and (b) at the Closing, title to the Acquired Assets shall be transferred to Purchaser and Purchaser shall thereafter bear all risk of loss associated with the Acquired Assets including, without limitation, any loss from an environmental impact arising from the Release or consumption of the Product that occurs after the Closing, and shall be solely responsible for procuring adequate insurance to protect the Acquired Assets against any such loss.

Section 2.07. Bankruptcy Court Approval .

Notwithstanding anything contained herein to the contrary, performance by Seller of its obligations under this Agreement are expressly conditioned upon entry of the Sale Order, that shall not have been stayed by the Closing, by the Bankruptcy Court expressly approving such performance.

SECTION 3.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser, as of the date hereof and the Closing Date (except as otherwise expressly provided herein), subject to such exceptions as are disclosed in the disclosure schedule supplied by Seller (the “ Disclosure Schedule ”), which Disclosure Schedule shall be deemed to be representations and warranties of Seller as if made herein, as follows:

Section 3.01. Organization, Etc .

Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller is duly authorized to conduct its business and is in good standing in each jurisdiction where such qualification is required, except for any jurisdiction where failure to so qualify would not have a Material Adverse Effect on Seller. Seller has full power and authority, and holds all permits and authorizations, to carry on its business, including the Business, and to own and use the assets and properties owned and used by it, including the Acquired Assets, except where the failure to have such power and authority or to hold such permits or authorizations would not have a Material Adverse Effect on Seller. Schedule 3.01 sets forth a true and complete list of all such permits and authorizations, indicating those permits and authorizations that are non-transferable.

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