COLLABORATION AGREEMENT

THIS COLLABORATION AGREEMENT (this “ Agreement ”) is entered into and effective as of this 8th day of September, 2005 (the “ Effective Date ”), by and between KING PHARMACEUTICALS, INC., a Tennessee corporation (“ King ”), and INYX, INC., a Nevada corporation (“ Inyx ”).

WHEREAS , King owns certain technology and proprietary materials related to the drugs Intal and Tilade;

WHEREAS , Inyx is a developer and manufacturer of pharmaceutical aerosol products; and

WHEREAS , the parties desire to enter into a collaboration for the purpose of developing, marketing, and promoting Products (as defined herein);

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

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“ AAA ” has the meaning set forth in Section 2.7(d).

“ Act ” means the United States Federal Food, Drug and Cosmetic Act, as amended.

“ Affiliate(s) ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. A Person will be regarded as in control of another Person if such Person owns, or directly or indirectly controls, more than fifty percent (50%) of the voting securities (or comparable equity interests) or other ownership interests of the other Person, or if such Person directly or indirectly possesses the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities, by contract, or any other means whatsoever, provided, however, that, for purposes of this Agreement, the term “Affiliate” will not include subsidiaries in which a party or its Affiliates owns a majority of the ordinary voting power to elect a majority of the Board of Directors, but is restricted from electing such majority by contract or otherwise, until such time as such restrictions are no longer in effect.

“ Agreement ” means this Agreement, together with all appendices, exhibits, and schedules referenced herein or attached hereto, and as the same may be amended or supplemented from time to time hereafter pursuant to the provisions hereof.

“ Alliance Management Committee ” or “ AMC ” has the meaning set forth in Section 2.1.

“ Approved New Product ” has the meaning assigned to it in the Development Agreement.

“ Assignors ” has the meaning set forth in Section 5.3.

“ Audited Party ” has the meaning set forth in Section 10.2(a).

“ Auditing Party ” has the meaning set forth in Section 10.2(a).

“ Calendar Quarter ” means, with respect to the first such Calendar Quarter, the period beginning on the Effective Date and ending on the last day of the calendar quarter within which the Effective Date falls and, thereafter, each successive period of three (3) consecutive calendar months ending on March 31, June 30, September 30, or December 31.

“ Calendar Year ” means, (a) with respect to the first Calendar Year, the period beginning on the Effective Date and ending on December 31, 2005 and, (b) with respect to the second Calendar Year and Calendar Year thereafter, the period commencing on January 1 and ending on December 31.

“ Change of Control ” means any sale of voting securities or sale of assets (whether by sale, merger, consolidation, share exchange, or otherwise in one transaction or a series of transactions) in or by a party hereto that, directly or indirectly, results in any Third Party becoming the beneficial owner, directly or indirectly, of securities or assets of such first party representing over fifty percent (50%) of the combined voting power of such Person's then outstanding securities or over fifty percent (50%) of such first party's total assets.

“ Change of Control Notice ” has the meaning set forth in Section 11.3(b).

“ COGS ” means the fully absorbed manufacturing costs, which includes direct costs and allocated costs, but not indirect and overhead costs, attributable to and directly in connection with the manufacture of a Product and includes the costs of all direct material (excluding the Initial Bulk Form), direct labor, direct services costs, and any other direct or allocated costs of all goods manufactured; provided that such costs, together with any ***, will in no event be more than *** of Net Sales. All reports submitted pursuant to Section 3.2(b) will include a detailed description of all COGS incurred by each party, and, in addition to the audit rights set forth in Article 10, King may audit Inyx's books and records with respect to such COGS from time to time upon request.

“ Collaboration Costs ” means, to the extent approved by the AMC, the sum of (a) for so long as the Marketing and Promotion Agreement is in effect, ***, (b) ***, (c) ***, (d) ***, (e) ***, as contemplated by the Manufacturing and Supply Agreement, (f) any other cost or expense expressly stated to be a Collaboration Cost in the Collaboration Documents or under a Marketing Plan and Budget, (g) quantity, trade, or cash discounts, chargebacks, returns, allowances, rebates (including any and all federal, state, or local government rebates, such as Medicaid rebates), costs incurred in connection with processing the foregoing, and price adjustments, to the extent actually allowed in any invoice relating to Products (to the extent not already deducted as part of the calculation of Net Sales), (h) sales and other excise taxes and duties or similar governmental charges directly related to the sale of Products (to the extent not already deducted as part of the calculation of Net Sales), and (i) any other direct and allocable internal costs and direct and allocable external costs incurred in conducting the Collaboration Program, all calculated in accordance with GAAP and all approved by the AMC. Notwithstanding anything to the contrary contained herein, Collaboration Costs will not include (i) indirect costs, overhead, general, and administrative costs and other similar costs, (ii) any costs that relate to the business of a party as a whole without specifically referencing a Product, (iii) * * * , or (iv) any Excluded New Product Costs. In calculating the Collaboration Costs, the following principles will apply: (x) there will be no double counting of any costs or expenses or of any revenues, and (A) to the extent a cost or expense has been included in one category or sub-category, it will not be included in another, (B) to the extent any revenue has been taken into account in one category or sub-category, it will not be taken into account in another, and * * *

“ Collaboration Documents ” means, collectively, this Agreement, the Quality Agreement, the Technology Transfer Agreement, the Manufacturing and Supply Agreement, the Marketing and Promotion Agreement, and the Development Agreement.

“ Collaboration Program ” means the association of King and Inyx established pursuant to this Agreement and the other Collaboration Documents.

“ Competitor Product ” means any product for the treatment of asthma or any other product that is targeted for an indication covered by any Product.

“ Confidential Information ” has the meaning set forth in Section 12.1(a).

“ Consultant ” means a Third Party who has entered into or hereafter enters into a written agreement with King or Inyx or both to provide consulting services with respect to the Collaboration Program, as determined by the AMC, which written agreement (a) includes an assignment of all right, title, and interest in and to all work product and all inventions arising from the performance of such services, and all intellectual property rights attaching thereto, to Inyx or King, as applicable, and (b) binds the relevant Third Party by obligations of confidentiality and non-use with respect to all such work product, inventions, Confidential Information, and intellectual property rights that are at least as stringent as those set forth herein.

“ Development Agreement ” has the meaning set forth in Section 3.4(d).

“ Discretionary Funding ” has the meaning set forth in Section 3.3(b).

“ Effective Date ” has the meaning set forth in the recitals.

“ Excluded New Product ” means a New Product excluded from the Collaboration Program pursuant to Section 4.2 of the Development Agreement.

“ Excluded New Product Costs ” has the meaning assigned to it in the Development Agreement.

“ Excluded Patent Costs ” has the meaning assigned to it in the Development Agreement.

“ FDA ” means the United States Food and Drug Administration or any successor organization and all agencies under their direct control.

“ GAAP ” means United States generally accepted accounting principles.

“ Improvement(s) ” means any inventions, discoveries, improvements, trade secrets, know-how, and proprietary methods and materials that are conceived, made, or developed in the course of carrying out the Collaboration Program, in each case (a) whether or not patentable and (b) whether developed or conceived by employees of, or Consultants to, King or Inyx, alone or jointly with each other or with permitted Third Parties, including permitted sublicensees. The term “Improvements” will include the following: (i) any modification of, improvement to, or derivative work of a Product or Excluded New Product or then-existing Patent Rights or Technology, (ii) any integration of a Product or Excluded New Product into other products, (iii) any information, materials, records, or reports developed in connection with, or related to, the items in clauses (i) and (ii), and (iv) any trade secrets, know-how, or intellectual property rights with respect to the items in clauses (i) through (iii). The term “Improvements” will not include any Inyx Respiratory Products.

“ IND ” means (a) an Investigational New Drug Application (as defined in 21 CFR § 312.3) that is required to be filed with the FDA before beginning clinical testing of a product in human subjects, or any successor application or procedure, or (b) any counterpart of a U.S. Investigational New Drug Application that is required in any other country or region in the Territory before beginning clinical testing of a product in human subjects in such country or region.

“ indemnitee ” has the meaning set forth in Section 13.3.

“ indemnitor ” has the meaning set forth in Section 13.3.

“ Infringement ” has the meaning set forth in Section 6.3(a)(i).

“ Infringement Notice ” has the meaning set forth in Section 6.3(a)(i).

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“ Intal ” means (a) the cromolyn sodium inhaler pharmaceutical product in a chloro-fluoro-carbon (CFC) propellant driven inhaler and more particularly identified as NDA No. 18-887 and (b) the cromolyn sodium inhaler pharmaceutical product in a hydro-fluoro-alkane (HFA) propellant driven inhaler and more particularly identified as pending NDA 20-957, and amendments thereto (the product described in this clause (b), “ Intal HFA ”).

“ Inyx ” has the meaning set forth in the recitals.

“ Inyx Respiratory Products ” has the meaning set forth in Section 7.2.

“ King ” has the meaning set forth in the recitals.

“ King Respiratory Product ” has the meaning set forth in Section 8.3.

“ Manufacturing and Supply Agreement ” has the meaning set forth in Section 3.4(b).

“ Manufacturing Offer Notice ” has the meaning set forth in Section 8.3.

“ market ” or “ marketing ” means any and all activities directed to the marketing and promotion of a product for commercial sale and will include pre-launch and post-launch marketing, promoting, distributing, offering to sell, and selling a product, importing a product for sale, and any and all clinical and marketing studies conducted after obtaining marketing approval for any product (but not including any preclinical studies), and interacting with Regulatory Authorities regarding the foregoing.

“ Marketing and Promotion Agreement ” has the meaning set forth in Section 3.4(c).

“ Marketing Costs ” means the sum of (a) all reasonable out-of-pocket costs and expenses incurred by a party directly attributable to the following functions for the sale, promotion, and marketing of a Product in the Territory: (i) market research on such Product or relevant indications, (ii) marketing communications and Product advertising, (iii) corporate accounts, (iv) managed care, (v) sales force training, (vi) product hotlines, (vii) reimbursement support, (viii) contracting, (ix) pricing, (x) telemarketing services, (xi) distribution costs, including freight, insurance, warehousing, order entry, and billing, (xii) the cost of Product detailing of a party's sales force plus reasonable out-of-pocket costs and expenses paid to Third Parties for product details provided by such Third Parties, (xiii) patient registries, if required, (xiv) the cost of Product samples, and (xv) all reasonable out-of-pocket costs and expenses incurred by a party and directly attributable to the promotion of a Product in the Territory and (b) Personnel Costs incurred by a party directly attributable to marketing personnel and support staff working (either full time or part of the time) on the marketing of Products in the Territory. Examples of functions that would be included in the marketing headcount cost are: marketing, marketing communications, clinical research and educational managers, clinical support managers, corporate accounts, managed care, product hotlines, sales forecasting, reimbursement support (government economic managers), marketing research, contracting, and pricing.

“ Marketing Plan and Budget ” has the meaning set forth in Section 3.1(a).

“ NDA ” means a New Drug Application pursuant to Section 505 of the Act (21 U.S.C. Section 355) related to a product, including the Products, submitted to the FDA or any successor application or procedure or any foreign counterpart of a U.S. New Drug Application for approval to market, including, where applicable, applications for pricing and reimbursement approval, and all supplements and amendments thereto.

“ Net Sales ” means the gross amount, computed in accordance with GAAP,   received for the Products by a party or its Affiliates from Third Parties in the Territory, less returns and less the following amounts to the extent deducted from invoice or absorbed or accrued by the party or its Affiliates: (a) customary quantity, trade, or cash discounts (including inventory management agreement fees and discounts), chargebacks, returns, allowances, rebates (including any and all federal, state, or local government rebates, e.g., Medicaid rebates), and price adjustments allowed or given (including retroactive price reductions); (b) sales and other excise taxes, tariffs, and duties directly related to the sale, to the extent such items are included in the gross amount received; (c) amounts actually refunded due to rejected, spoiled, damaged, outdated, or returned Product or for sales that become the subject of a subsequent temporary or partial recall by a Regulatory Authority for safety or efficacy reasons outside the control of the parties; and (d) freight, shipment, postage, insurance, and other transportation costs actually incurred in shipping Product to a Third Party purchaser. If any Product is sold to a Third Party in a transaction that is not at arm's length between the buyer and seller, then the gross amount to be included in the calculation of Net Sales for such sale will be the amount that would have been invoiced had the transaction been conducted at arm's length, which amount will be determined, whenever possible, by reference to the average selling price of the relevant Product in arm's-length transactions in the country of sale at the time of sale. If any Product is sold to a Third Party for consideration other than cash or for consideration that is not readily ascertainable, then the gross amount to be included in the calculation of Net Sales for such sale will be determined based on the reasonable value of the consideration given, taking into account the average selling price of the relevant Product in arm's-length transactions in the country of sale at the time of sale. Any goods or services provided in exchange of the supply of Products, disposal of Product, or use of Product in clinical or preclinical trials or as free samples (such samples to be in quantities common in the industry for this sort of Product) will not give rise to any deemed sale under this definition. For purposes of Section 4.3(c) of the Development Agreement, the foregoing definition will apply to Unmarketed Excluded New Products.

“ New Product ” means any new diagnostic or therapeutic compound, formulation, or product that includes Intal or Tilade and any derivatives of Intal or Tilade, or combinations thereof, and that treats asthma or any other indication, whether respiratory or otherwise, and that are developed under the Collaboration Program.

“ Offered Product ” has the meaning set forth in Section 8.1.

“ Patent Rights ” means the rights and interests in and to issued patents and pending patent applications (which for purposes of this Agreement will be deemed to include certificates of invention and applications for certificates of invention and priority rights) in any country in the Territory, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, and renewals, all letters patent granted thereon, and all reissues, reexaminations and extensions thereof, that in each case relate to (a) any Product or Excluded New Product or any methods of using and making a Product or Excluded New Product or (b) any Improvement.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority, or any other form of entity not specifically listed herein.

“ Personnel Costs ” means the reasonable costs of employment of personnel employed by or under contract to a party, including salaries, benefits (including the costs of cars or allowances therefor), travel, lodging, meals, and office and computing supplies.

“ Product(s) ” means any pharmaceutical product containing Intal or Tilade, and will include any Approved New Product but will not include an Excluded New Product.

“ Product Offer Notice ” has the meaning set forth in Section 8.1.

“ Program Plans ” means any written plans (which may include a detailed strategy and proposed timelines) describing the activities to be carried out by each party during each Calendar Year pursuant to this Agreement or any other Collaboration Document that are approved by the AMC, or a committee thereof, during the Term.

“ Quality Agreement ” has the meaning set forth in Section 3.4(e).

“ Regulatory and IP Costs ” means Personnel Costs, reasonable out-of-pocket costs and expenses (e.g., filing fees, user fees, annual product and facility registration fees, permit fees, and the like) incurred by a party directly attributable (a) to obtaining or maintaining Regulatory Approvals for a Product (including any device incorporating the Product) (including, for example, communications and meetings with Regulatory Authorities) and satisfying all registration and other requirements of Regulatory Authorities within the Territory (including, for example, adverse event reporting and Product pricing approvals) in connection with each party's activities under the Collaboration Program and (b) to preparing, filing, prosecuting, maintaining, enforcing, and defending Patent Rights or Technology with respect to Products as contemplated in Article 6 hereof.

“ Regulatory Approval ” means the technical, medical, and scientific licenses, registrations, authorizations, and approvals (including approvals of NDAs, supplements and amendments, pre- and post- approvals, pricing and third party reimbursement approvals, and labeling approvals) of any Regulatory Authority necessary for the development (including the conduct of clinical trials), manufacture, distribution, marketing, promotion, offer for sale, use, import, export, or sale of a Product in a regulatory jurisdiction in the Territory.

“ Regulatory Authority ” means the FDA or any counterpart of the FDA outside the United States, or other national, supra-national, regional, state, or local regulatory agency, department, bureau, commission, council, or other governmental entity with authority over the distribution, importation, exportation, manufacture, production, use, storage, transport, or clinical testing, pricing, or sale of a product (including a Product), including any device incorporating the product.

“ Regulatory Filings ” means, collectively, any and all INDs and drug master files (DMFs), NDAs, applications for any device incorporating a product (including a Product), applications for designation of a product as an “Orphan Product(s)” under the Orphan Drug Act or any other similar filings (including any foreign equivalents and further including any related correspondence and discussions), and all data contained therein, as may be required by or submitted to any Regulatory Authority for the Regulatory Approval.

“ Requested Party ” has the meaning set forth in Section 10.3(a).

“ Requesting Party ” has the meaning set forth in Section 10.3(a).

“ Respiratory Offer Notice ” has the meaning set forth in Section 7.2.

“ Technology ” means and includes all inventions, discoveries, improvements, trade secrets, know-how, and proprietary methods and materials, whether or not patentable, relating to the Products or Excluded New Products (including (a) samples of, methods of production, or use of, and structural and functional information pertaining to, chemical compounds, proteins, or other biological substances, and (b) data, formulations, techniques, and know-how), in each case that (i) are useful with respect to the Collaboration Program and (ii) (A) are controlled by King as of the Effective Date or (B) developed or conceived by employees of, or Consultants to, King or Inyx, alone or jointly with each other or with permitted Third Parties, in the conduct of the Collaboration Program, including all Improvements.

“ Technology Transfer Agreement ” has the meaning set forth in Section 3.4(a).

“ Term ” has the meaning set forth in Section 11.1.

“ Terminated Agreement ” has the meaning set forth in Section 11.8.

“ Territory ” means the United States and Canada, including any of their states, provinces, territories, possessions, and protectorates, the District of Columbia, and the Commonwealth of Puerto Rico.

“ Third Party ” means any Person other than King and Inyx and their respective Affiliates.

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“ Tilade ” means (a) the nedocromil sodium inhaler pharmaceutical product in a chloro-fluoro-carbon (CFC) propellant driven inhaler and more particularly identified in NDA No. 19-660 and (b) a nedocromicl sodium inhaler pharmaceutical product in a hydro-fluoro-alkane (HFA) propellant driven inhaler (the product described in this clause (b), “ Tilade HFA ”).

“ Trademark ” will have the meaning assigned to it in the Marketing and Promotion Agreement.

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1.2   Interpretation . When a reference is made in this Agreement to Articles, Sections, Exhibits, or Schedules, such reference will be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,”“includes,” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Unless the context otherwise requires, (i) ”or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, and (iii) the use in this Agreement of a pronoun in reference to a party hereto includes the masculine, feminine, or neuter, as the context may require. The Schedules and Exhibits hereto will be deemed part of this Agreement and included in any reference to this Agreement. This Agreement will not be interpreted or construed to require any Person to take any action, or fail to take any action, if to do so would violate any applicable law.

For Inyx: Dr. Jack Kachkar, Chairman & CEO

For King: Brian Markison, President & CEO