PURCHASE AND SALE AGREEMENT

Exhibit 10.3

Execution Version

PURCHASE AND SALE AGREEMENT

dated as of

May 3, 2004

among

PFIZER INC.,

PFIZER PHARMACEUTICALS LLC

GALEN HOLDINGS PUBLIC LIMITED COMPANY

and

WARNER CHILCOTT COMPANY, INC.

Table of Contents

List of Schedules

List of Exhibits

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement is made and entered into as of May 3, 2004 among Pfizer Inc., a Delaware corporation (“ Pfizer ”), Pfizer Pharmaceuticals LLC, a Delaware limited liability company (“PPLLC”, and together with Pfizer, the “ Sellers ”), Galen Holdings Public Limited Company, a public limited company organized under the Laws of Northern Ireland (“ Galen ”) and Warner Chilcott Company, Inc., a Puerto Rican corporation (“ Purchaser ”).

W I T N E S S E T H:

WHEREAS, Pfizer is the indirect owner of all of the issued and outstanding shares of capital stock of PPLLC;

WHEREAS, PPLLC owns and operates the Facility (as defined below) and all of the Purchased Assets (as defined below);

WHEREAS, the parties hereto desire that, at the Closing, PPLLC sell and transfer to Purchaser, and Purchaser shall purchase and accept from PPLLC, all of the Purchased Assets and assume all of the Assumed Liabilities (as defined below), upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND TERMS

Section 1.1. Definitions . As used in this Agreement, the following terms shall have the meanings set forth or as referenced below:

“ Affected Employee ” means an Employee (i) who shall accept an offer of employment or offer of continuation of employment by Purchaser on or prior to the Closing Date and work for Purchaser or any of its Affiliates for at least one day.

“ Affiliate(s) ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person at any time during the period for which the determination of affiliation is being made.

“ Agreement ” means this Agreement, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

“ Allocation ” has the meaning set forth in Section 2.7 hereof.

“ Approved Employee ” means any of the Persons listed on Schedule 1.1(a) hereto.

“ Approved Pfizer Employee ” means any of the Persons listed on Schedule 7.6 hereto.

“ Assumed Contracts ” has the meaning set forth in Section 2.1(c) hereof.

“ Assumed Liabilities ” has the meaning set forth in Section 2.4 hereof.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law or executive order to close.

“ Cash Equivalents ” means cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority.

“ Closing ” means the closing of the transactions contemplated by this Agreement.

“ Closing Date ” has the meaning set forth in Section 3.1(a) hereof.

“ Collateral Source ” has the meaning set forth in Section 8.7 hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Competition Laws ” means statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade.

“ Confidentiality Agreement ” means the Confidentiality Agreement between Pfizer and Purchaser dated August 13, 2002.

“ Delayed Consents ” has the meaning set forth in Section 2.2(a) hereof.

“ Employee ” means any individual who as of the Closing Date (i) is an employee of Pfizer or any of its Affiliates and who primarily performs services at the Facility and (ii) (A) shall have been employed and actively at work on the Closing Date (or shall have been employed on the Closing Date but not actively at work because of vacation, holiday, personal days-off, or sick days-off); (B) shall have been absent on the Closing Date because of hospital stay, workers’ compensation, parental leave of absence, family and medical leave of absence, military leave of absence or other short-term absence or approved leave of absence where return to work is subject to statutory requirements; or (C) shall have been absent on the Closing Date because of short-term disability (including maternity leave) and shall have been receiving short-term disability benefits for no more than one hundred eighty two consecutive days as of the Closing Date (an Employee described in Clause (B) or (C) immediately above, being an “ Inactive Employee ”).

2

“ Environment ” means air (including indoor air), water, vapor, surface water, groundwater, drinking water supply, land surface and subsurface, and plant and animal life.

“ Environmental Law ” means any Law relating directly or indirectly to (i) the environmental aspects of product approvals; (ii) the Environment; or (iii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, recycling, Release or disposal of any harmful or deleterious substance.

“ Environmental Liability ” means all Liabilities and Losses resulting from any actual or alleged (i) failure to comply with any Environmental Law, (ii) failure to obtain or comply with any required Environmental Permit, (iii) a Remedial Action or (iv) harm or injury to any real property, to any Person, to public health, or to a natural resource (other than a Remedial Action) as a result of exposure to Hazardous Substances.

“ Environmental Permits ” means all Governmental Authorizations pursuant to any Environmental Law.

“ Equipment ” has the meaning set forth in Section 2.1(b) hereof.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Excluded Assets ” has the meaning set forth in Section 2.3 hereof.

“ Excluded Environmental Liabilities ” means (i) Environmental Liabilities associated with or arising from all facilities and assets other than those constituting part of the Purchased Assets, (ii) Environmental Liabilities resulting from Third Party Claims related to the off-site transportation, storage, disposal, treatment, handling or recycling of Hazardous Substances from the Facility prior to the Closing, (iii) Environmental Liabilities as defined in clauses (i) and (ii) of the definition of Environmental Liability that constitute fines and penalties imposed by Governmental Authorities and that result from the failure of any of the Purchased Assets or the operation thereof to comply with any requirement of Environmental Law prior to the Closing or the failure to obtain or comply with any Environmental Permit required for the possession, ownership or operation of any of the Purchased Assets prior to the Closing; and (iv) Environmental Liabilities resulting from Scheduled Environmental Commitments.

Notwithstanding anything to the contrary set forth in this Agreement, (A) capital and other costs or expenditures of environmental-related compliance with Environmental Laws in the ordinary course of operating the Facility (including closure and post-closure costs) incurred after the Closing Date shall not be deemed to be Excluded Environmental Liabilities except to the extent that such costs or expenditures result from Scheduled Environmental Commitments, and (B) Environmental Liabilities falling within subparagraph (iv) above, other than Remedial Action described in clause (i) of the definition of Scheduled Environmental Commitments, shall not be deemed to be Excluded Environmental Liabilities to the extent that the Losses relating to such

3

Environmental Liabilities are not subject to indemnification by the Sellers pursuant to the limitations set forth in Section 8.6.

“ Facility ” means the manufacturing plant including, but not limited to the equipment (other than the Retained Equipment), buildings, structures, improvements and fixtures that comprise the Facility located on the Land commonly known as R.D. 195 KM 1.1 in Fajardo, Puerto Rico 00738.

“ Financial Statements ” means the financial statements of the Facility set forth on Schedule l.l(b).

“ Governmental Authority ” means any supranational, national, federal, state, commonwealth or local judicial, legislative, executive or regulatory authority.

“ Governmental Authorizations ” means all licenses, permits, certificates and other authorizations and approvals under the applicable Laws of any Governmental Authority.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or into with any Governmental Authority.

“ Hazardous Substances ” means any hazardous substances or any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable corrosive, reactive or otherwise hazardous substance, waste or material having any constituent elements displaying any of the foregoing characteristics including petroleum, its derivatives, byproducts and other hydrocarbons and any substance, waste or material, mold, and any physical agents such as radiofrequency or microwave radiation, ionizing radiation, lasers, and noise, that is regulated or would reasonably be expected to give rise to liability under any Environmental Law.

“ Indemnified Party ” has the meaning set forth in Section 8.3(a) hereof.

“ Indemnifying Party ” has the meaning set forth in Section 8.3(a) hereof.

“ IRS ” means the Internal Revenue Service of the United States of America.

“ Knowledge of Pfizer ” means the actual knowledge of any of the individuals listed on Schedule 1.1(c) .

“ Land ” means the real property more particularly described on Exhibit E hereto, together with ail easements, covenants and other rights appurtenant thereto.

“ Laws ” shall include law, treaty, common law, statute, ordinance, rule, regulation, permit, order, code, injunction, judgment, decree or Governmental Order of any federal, state, commonwealth, foreign, local or other Governmental Authority.

“ Leased Real Property ” has the meaning set forth in Section 5.13(b).

4

“ Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.

“ Liens ” means any lien, security interest, mortgage, charge or similar encumbrance,

“ Loss ” or “ Losses ” has the meaning set forth in Section 8.l(a) hereof.

“ Material Adverse Effect ” means an effect that is materially adverse to the business results, operations or financial condition of the Facility taken as a whole, but shall exclude any effect resulting from (i) general economic conditions, (ii) any occurrence or condition generally affecting the Pharmaceutical industry that does not disproportionately affect the Facility, (iii) acts of terrorism or war (whether or not threatened, pending or declared) and (iv) the public announcement of this Agreement or the transactions contemplated hereby.

“ Material Contracts ” has the meaning set forth in Section 5.12 hereof.

“ Owned Real Property ” has the meaning set forth in Section 5.13(a).

“ Parking Lease Agreement ” means the Lease Agreement between Industrial Puerto Real, Inc. and PPLLC dated as of May 9, 1994, as amended, in respect of certain parking space adjacent to the Facility.

“ Permitted Encumbrances ” means (i) all Liens approved in writing by Purchaser; (ii) statutory Liens arising out of operation of Law with respect to a Liability incurred in the ordinary course of business and which is not delinquent; (iii) such Liens and other imperfections of title, other than mortgages and judgment Liens, and any other Liens that secure debt, as do not or could not materially detract from the value or impair the use, operation or occupancy of the property subject thereto as currently used or operated or occupied by Sellers; (iv) Liens for Taxes not yet subject to penalties or due and payable or which are being actively contested in good faith by appropriate proceedings; or (v) mechanics’, materialmens’, carriers’, workmens’, warehousemens’, repairmens’, landords’, or other like Liens and security obligations that are not yet due or delinquent or the validity of which is being contested in good faith, and in each case are subsequently paid by Sellers.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or other entity or organization, including a governmental or political subdivision or an agency or instrumentality thereof.

“ Pfizer ” has the meaning set forth in the preamble hereof.

“ Plan ” means any pension, profit sharing, savings, retirement, health, life, disability, welfare, retiree medical, deferred compensation, incentive, severance, employment, equity-incentive, change-in-control, collective bargaining or fringe benefit plan, program, or arrangement (including any employee benefit plan (as defined in

5

Section 3(3) of ERISA) and any multiemployer plan (as defined in Section 3(37) of ERISA)), formal or informal, whether or not subject to ERISA, entered into, maintained or contributed to, for the benefit of any Employee, by any Seller or any Affiliate thereof or any organization that is a member of a controlled group of organizations with any of them (within the meaning of Section 414 of the Code) (an “ERISA Affiliate”) and under which any Employee participates or has any present or future right to benefits.

“ Proceeding ” has the meaning set forth in Section 10.11(b) hereof.

“ Puerto Rico Code ” means the Puerto Rico Internal Revenue Code of 1994, as amended.

“ Purchased Assets ” has the meaning set forth in Section 2.1 hereof, it being understood that the Purchased Assets do not include the Excluded Assets.

“ Purchase Price ” has the meaning set forth in Section 2.6 hereof.

“ Purchaser ” has the meaning set forth in the preamble hereof.

“ Real Property ” means the Owned Real Property and the Leased Real Property.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, injecting, depositing, disposing, discharging, dispersal, escaping, dumping or leaching into the Environment, or as otherwise defined under Environmental Laws.

“ Remedial Action ” means any action to clean up the Environment in response to a Release of Hazardous Substances, or otherwise to address the presence of Hazardous Substances, including, but not limited to, associated action taken to investigate, monitor, assess and evaluate the extent and severity of any such Release or presence; action taken to remediate any such Release or presence; post-remediation monitoring of any such Release or presence; and preparation of all reports, studies, analyses or other documents relating to the above.

“ Required Governmental Report ” means any written notice, report or other filing by Purchaser and required by Environmental Law as a result of actions taken in the ordinary course of operating the Facility; provided however, that actions taken in the ordinary course of operating the Facility shall not include any investigation undertaken voluntarily by the Purchaser or at the request of a third party that is not required by Environmental Law.

“ Required Consents ” has the meaning set forth in Section 5.4 hereof.

“ Retained Equipment ” has the meaning set forth in Section 2.3(h) hereof.

“ Retained Liabilities ” has the meaning set forth in Section 2.5 hereof.

“ Retained Tax Liabilities ” has the meaning set forth in Section 2.5(b) hereof.

6

“ Scheduled Environmental Commitments ” shall mean (i) Remedial Action to achieve the Applicable Remedial Action Standard with respect to the contamination identified on Schedule 1.1(d) ; and (ii) Liabilities resulting from Third Party Claims (other than for Remedial Action) arising out of the contamination identified on Schedule 1.1(d) .

“ Straddle Period ” means any Tax period that begins before and ends after the Closing Date.

“ Subsidiary ” means an entity as to which Pfizer or Purchaser or any other relevant entity, as the case may be, owns directly or indirectly 50% or more of the voting power or other similar interests.

“ Tax ” or “ Taxes ” means all taxes, charges, duties, fees, levies or other assessments, including but not limited to, income, excise, property, sales, value added, profits, license, withholding (with respect to compensation or otherwise), payroll, employment, net worth, capital gains, transfer, stamp, social security, environmental, occupation and franchise taxes, imposed by any Governmental Authority, and including any interest, penalties and additions attributable thereto.

“ Tax Return ” means any return, report, declaration, information return, statement or other document filed or required to be filed with any Governmental Authority, in connection with the determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax including any amendment thereto.

“ Third Party Claim ” has the meaning set forth in Section 8.4(a) hereof.

“ Transaction Agreements ” means this Agreement and the agreements, documents and instruments listed on Exhibit A and Exhibit B hereto.

“ Transitional Services Agreement ” means a document substantially in the form of Exhibit C hereto.

“ Transitional Supply Agreement ” means a document substantially in the form of Exhibit D hereto.

“ Transfer Date ” means, with respect to an Affected Employee who is an Inactive Employee, the date that the Inactive Employee first performs one day of service for Purchaser following the Closing Date, and with respect to any other Affected Employee, the date immediately following the Closing Date.

“ Warehouse Lease Agreement ” means the Lease Agreement between The Puerto Rico Industrial Development Company and PPLLC dated as of March 13, 2003, as amended, in respect of the lease of a warehouse for the Facility.

Section 1.2. Other Definitional Provisions . The words “ hereof ”, “ herein ”, “ hereto ” and “ hereunder ” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

7

(b) The terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

(c) The terms “ dollars ” and “ US$ ” means United States dollars.

ARTICLE II

PURCHASE AND SALE

Section 2.1. Purchase and Sale of Assets of the Facility . Upon the terms and subject to the conditions set forth herein (including Sections 2.2 and 2.3), at the Closing, PPLLC shall, and Pfizer shall cause PPLLC to, sell, convey, assign and transfer to the Purchaser and the Purchaser shall purchase, acquire and accept from PPLLC, free and clear of all Liens, other than Permitted Encumbrances, all of PPLLC’s, title and interest in the following assets, properties and rights owned or held by PPLLC and its Affiliates on the Closing Date (collectively, the “ Purchased Assets ”):

(a) the Land and buildings comprising the Facility together with all fixtures, structures, buildings and improvements erected on the Land; the leasehold interests under the Parking Lease Agreement and the Warehouse Lease Agreement including, without limitation, any prepaid rent, security deposits and options to renew or purchase in connection therewith;

(b) the furniture, equipment, machinery, supplies, spare parts, tools and other tangible property used solely in connection with the Facility, other than the Retained Equipment, including the items set forth on Schedule 2.1(b) (the “ Equipment ”), and leases relating to such Equipment so leased by each Company;

(c) all rights under the contracts, licenses, agreements and commitments solely related to the Facility including those set forth on Schedule 2.1(c) , to the extent that they are assignable or consent to assignment has been obtained (the “ Assumed Contracts ”);

(d)transferable Governmental Authorizations, including Environmental Permits, owned, utilized or licensed (subject to the terms of such licenses) by PPLLC that are required in the operation of the Facility as it is currently operated;

(e) all rights of PPLLC under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent affecting the Purchased Assets;

(f) all vendor lists to the extent solely relating to the Facility, and all files and documents (including credit information) to the extent solely relating to vendors of the Facility, and other business and financial records, files, books and documents, including without limitation training records, permit applications, equipment maintenance records, records concerning materials used, and compliance audits (whether in hard copy or computer format) to the extent solely relating to the Facility.

8

(g) (i) the databases and software programs, source codes and user manuals owned, used, leased by or licensed to PPLLC, and used solely at the Facility; and (ii) the computer hardware used solely at the Facility;

(h) the goodwill, if any, of the Facility; and

(i) all other assets used solely in connection with the Facility and located at the Facility.

Section 2.2. Consents . (a) Except for the Parking Lease Agreement and the Warehouse Lease Agreement, there shall be excluded from the Purchased Assets any contract, agreement, Permit, lease, license, commitment or right that is not assignable or transferable without the consent of any Person, other than Sellers, any Pfizer Subsidiary, Galen, Purchaser or any Galen Subsidiary, to the extent that such consent shall not have been given prior to the Closing; provided however, that each of the Sellers, Galen and Purchaser shall have the continuing obligation after the Closing to use its commercially reasonable efforts (but without any payment of money by Sellers, Galen, Purchaser or any of their respective Subsidiaries) to obtain all necessary consents to the assignment thereof (the “ Delayed Consents ”) and, upon obtaining the Delayed Consents thereto, such contracts, agreements, Permit, leases, licenses, commitments or rights, if otherwise includable in the Purchased Assets, shall be transferred and assigned to Purchaser hereunder.

(b) With respect to any contract, agreement, Permit, lease, license, commitment or right that would otherwise be included in the Purchased Assets but for Section 2.2(a), after the Closing and until any Delayed Consent is obtained and the foregoing transferred and assigned to Purchaser, the parties shall cooperate with each other, upon written request, to obtain for Purchaser a mutually agreeable arrangement designed to provide for Purchaser the benefits thereof in some other manner. Sellers will promptly pay to Purchaser when received all monies received by Sellers under any Purchased Asset or any claim or right or benefit arising thereunder, except to the extent the same represents and Excluded Asset.

(c) Purchaser agrees that no representation, warranty or covenant of Sellers contained herein shall be breached or deemed breached and no condition of Purchaser shall be deemed not to be satisfied as a result of the failure to obtain any Required Consent, provided that Sellers comply with the terms of Section 2.2(b),.

Section 2.3. Excluded Assets . Notwithstanding any other provision in this Agreement, the Sellers or any Affiliate thereof shall retain, with respect to any Seller or the Facility, the following (the “ Excluded Assets ”):

(a) Cash Equivalents;

(b) all intercompany receivables, contracts, agreements and arrangements;

(c) all Tax losses, Tax loss carry forwards and rights to receive refunds, credits and credit carry forwards with respect to any and all Taxes, to the extent attributable to a

9

taxable period (or portion thereof) ending on or prior to the Closing Date including, without limitation, interest thereon, whether or not the foregoing is derived from the operation of the Facility;

(d) the corporate books and records of PPLLC or Pfizer;

(e) all current and prior insurance policies and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries;

(f) the “Pfizer,” “Warner-Lambert,” “Parke-Davis,” “Searle,” and “Pharmacia” names and logos, provided that for the avoidance of doubt, Purchaser shall be permitted to use the name “Warner Chilcott” and any logos related thereto;

(g) the assets of any Plan;

(h) the equipment listed on Schedule 2.3 and all spare parts for such equipment (the “ Retained Equipment ”); and

(i) all assets not expressly included in the Purchased Assets, whether or not used in the operation of the Facility.

Section 2.4. Assumption of Certain Liabilities . Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, to assume the following Liabilities (collectively, the “ Assumed Liabilities ”):

(a) all lawsuits commenced and claims made after the Closing (including claims of patent or other intellectual property infringement) to the extent resulting from the operation of the Facility or the ownership of the Purchased Assets after the Closing;

(b) all Liabilities resulting from a claim by a third party for money or other compensation (beyond the cost of a particular product) in respect of injury allegedly due and owing as a result of the operation of the Facility after the Closing, including, without limitation, warranty obligations and irrespective of the legal theory asserted;

(c) all Liabilities arising after the Closing relating to the operation of the Facility or ownership of the Purchased Assets after the Closing under any contracts, agreements, leases, licenses or commitments that are assigned to Purchaser pursuant to Section 2.1 or 2.2 at or subsequent to the Closing;

(d) all Liabilities to suppliers for materials and services relating to the operation of the Facility ordered in the ordinary course of business prior to the Closing, but scheduled to be delivered or provided thereafter;

(e) all Liabilities with respect to Affected Employees arising on or after the applicable Transfer Date with respect to periods on or after the applicable Transfer Date;

10

(f) all Environmental Liabilities relating to the ownership or operation of the Purchased Assets and the Facility, arising on or after the Closing with respect to periods of ownership or operation by Purchaser on or after the Closing, other than the Excluded Environmental Liabilities; and

(g) except as provided in Section 2.5, all other Liabilities arising after the Closing relating to the ownership or operation of the Purchased Assets and the Facility on or after the Closing.

Section 2.5. Retained Liabilities . Notwithstanding any other provision in this Agreement, the Sellers or any Affiliate thereof shall retain and be responsible for any Liabilities that are not Assumed Liabilities including, without limitation, the following (the “ Retained Liabilities ”):

(a) the Excluded Environmental Liabilities;

(b) all Liabilities for Taxes of Sellers or taxes related to, imposed on, or arising from the Facility or the Purchased Assets for any taxable period (or portion thereof) on or prior to the Closing, except for real and personal property Taxes for the calendar year of the Closing attributable to the portion of the year during which the respective real or personal property of the Facility is owned by Purchaser, its Affiliates or any transferee of Purchaser or its Affiliates (the “ Retained Tax Liabilities ”) provided that in the case of any real or personal property Tax for any Straddle Period, (A) the amount of such Tax attributable to the portion of such Straddle Period ending on or prior to the Closing Date shall be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in the entire Straddle Period and (B) the amount of such Tax attributable to the portion of such Straddle Period beginning after the Closing Date shall be the amount of such Tax for the entire Straddle Period minus the amount of such Tax determined under clause (A) of this proviso and that in the case of all other Taxes, such Taxes shall be apportioned on the basis of an interim closing of the books at the end of the Closing Date;

(c) all Liabilities resulting from a claim by a third party for money or other compensation (beyond the cost of a particular product) in respect of injury allegedly due and owing as a result of the operation of the Facility prior to the Closing, including, without limitation, warranty obligations and irrespective of the legal theory asserted;

(d) all Liabilities resulting from all lawsuits pending as of the Closing solely to the extent resulting from the operation of the Facility prior to the Closing, including the pending lawsuits listed on Schedule 5.9;

(e) (i) all Liabilities with respect to Affected Employees relating to the period prior to the applicable Transfer Date, (ii) all Liabilities with respect to Employees who do not become Affected Employees relating to the period on, prior to or after the Closing, and (iii) all Liabilities with respect to present or former employees, officers, consultants or independent contractors of any of the Sellers or their Affiliates who are not

11

Employees, relating to the period on, prior to or after the Closing, in the case of each of Clauses (i), (ii), and (iii) including any obligations to pay severance (except as may otherwise be provided in Section 7.5(a)) to the extent arising as a result of the sale of the Facility and other Purchased Assets to Purchaser pursuant to this Agreement or as a result of any Affected Employee’s transfer of employment to Purchaser as contemplated by this Agreement;

(f) all Liabilities in respect of the Plans or any other compensation, incentive or benefit plans, policies or arrangements entered into, contributed to or maintained by Sellers or any of their Affiliates, including those deriving directly or indirectly from sponsoring or participating in the Plans, whether arising on, prior to or after the Closing;

(g) all other Liabilities of the Facility that relate to or arise from the ownership or operation of the Facility prior to Closing except to the extent that such Liabilities are assumed by Purchaser pursuant to Section 2.4; and

(h) Liabilities relating to the Excluded Assets.

Section 2.6. Purchase Price . In consideration of the sale and transfer of the Purchased Assets, Purchaser shall pay to Pfizer, as agent for the Sellers, the amount of Four Million Dollars (US$4,000,000) (the “ Purchase Price ”), in immediately available funds, by wire transfer in accordance with written instructions given by Pfizer to Purchaser not less than two (2) Business Days prior to the Closing, which consideration shall be allocated as provided in Section 2.7.

Section 2.7. Allocation of the Purchase Price . The parties shall negotiate in good faith and agree prior to Closing on the allocation of the Purchase Price among the Purchased Assets all as set forth in Schedule 2.7 (the “ Allocation ” ) . The Sellers, on the one hand, and Purchaser, on the other, shall (i) be bound by the Allocation for purposes of determining any Taxes, (ii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns, including, without limitation, Internal Revenue Service Form 8594, on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. Any post-Closing adjustments, if any, to the Purchase Price shall be allocated to each Purchased Asset to which the adjustment relates, and the Purchase Price allocation to such Purchased Asset shall be correspondingly increased or decreased.

Section 2.8. Risk of Loss . Until the Closing, any loss of or damage to the Purchased Assets from fire, casualty or any other occurrence shall be the sole responsibility of Pfizer or its Affiliates, as the case may be. At the Closing, title to the Purchased Assets shall be transferred to Purchaser, and Purchaser shall thereafter bear all risks of loss associated with the Purchased Assets.

Section 2.9. Joint Purchasing Arrangements . In the case of existing purchasing agreements that prior to the Closing are associated with the Facility on the one hand, and Sellers’ other businesses and assets other than those constituting part of the Purchased

12

Assets on the other hand, other than intercompany agreements, with volume discounts, subject to applicable Law, the parties agree to use their respective reasonable best efforts so that, to the extent permitted under the terms of such existing agreements, after the Closing, each of Purchaser on the one hand and Sellers on the other hand shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any such contracts, subject to applicable Law, the parties will cooperate reasonably in seeking modifications to such contracts or alternative or substitute arrangements so that, to the extent practicable after the Closing, each of Purchaser on the one hand and Sellers on the other hand shall continue to be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any existing contracts, none of Purchaser, Sellers or their respective Subsidiaries shall be required to commit to any additional purchases or other obligations, make any payments or waive any rights in order to effect the foregoing. Each party hereby agrees to indemnify and hold harmless the other party, and if applicable, the other party’s Subsidiaries, with respect to any losses or claims arising from such first party’s or such first party’s Subsidiaries’, own purchases, commitments or other obligations under any such contracts.

ARTICLE III

CLOSING

Section 3.1. Closing . (a) The Closing shall take place at the offices of Pfizer, 235 E. 42 ^nd Street, New York, New York, at 10:00 A.M., New York time, on May 28, 2004, provided that the conditions precedent specified in Article IV (other than the conditions to be satisfied on the Closing Date, but subject to the waiver or satisfaction of such conditions) have been satisfied or waived on or prior to such date, or at such other time and place as the parties hereto may mutually agree; provided however, that without the agreement of Sellers and Purchaser, the Closing shall not occur later than the date specified in Section 9.1(b) of this Agreement. The date on which the Closing occurs is called the “ Closing Date .” The Closing shall be deemed to occur and be effective as of 11:59 P.M., New York City time, on the Closing Date.

(b) At the Closing, the Sellers shall deliver or cause to be delivered to Purchaser the instruments and documents set forth in Exhibit A hereto, in each case, in a form reasonably acceptable to Purchaser.

(c) At the Closing, Purchaser shall deliver to Pfizer as agent for the Sellers, the following: (i) the Purchase Price by wire transfer in immediately available funds to one or more accounts specified in writing by Pfizer at least two (2) Business Days prior to the Closing Date and (ii) the instruments and documents set forth in Exhibit B hereto, in each case, in a form reasonably acceptable to Pfizer.

13

ARTICLE IV

CONDITIONS TO CLOSING

Section 4.1. Conditions to the Obligations of Purchaser and the Sellers . The respective obligations of each of the parties to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent:

(a) There shall not be in effect any Law or Governmental Order that makes illegal or enjoins, prevents or modifies in any respect the consummation of the transactions contemplated by this Agreement;

(b) There shall not have been commenced and be continuing, or threatened in writing, any action or proceeding by any Governmental Authority which seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement; and

(c) Any approval or action of any Governmental Authority that is necessary to lawfully consummate the transactions contemplated hereby shall have been obtained or taken, and any investigation opened or otherwise commenced by such Governmental Authority shall have been closed.

Section 4.2. Conditions to the Obligations of Purchaser . The obligation of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent:

(a) (i) Each Seller shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and (ii) the representations and warranties of the Sellers contained herein (A) that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Closing as if made as of such date, and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made at and as of such time. Purchaser shall have received a certificate of each Seller, dated as of the Closing Date and signed by an officer of such Seller, certifying as to the fulfillment of the foregoing;

(b) The Sellers shall have made or caused to be made delivery to the Purchaser of the items required by Section 3.1(b); and

(c) Purchaser shall have received from one or more title companies recognized in Puerto Rico, selected by Purchaser, and reasonably acceptable to Sellers (“ Purchaser’s Title Company ”) standard 1992 ALTA Form B owner’s (with respect to the Owned Real Property) title insurance policies obtained at Purchaser’s expense. Each such policy shall: (i) be dated as of the Closing Date, (ii) be accompanied by copies of all documents referenced as exceptions to title, (iii) insure good, valid and marketable fee simple title to the Owned Real Property in Purchaser subject only to Permitted Encumbrances, and (iv) contain 3.0 zoning. Sellers agree to execute such reasonable affidavits and other

14

documents, consistent with local practice, as are necessary to induce Purchaser’s title company to issue the policies, endorsements and affirmative coverages in the manner set forth above. Sellers shall cause all Permitted Encumbrances and exceptions to title of a definite and ascertainable amount to be satisfied prior to the Closing, except as would not have a Material Adverse Effect.

Section 4.3. Conditions to the Obligations of the Sellers . The obligation of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions precedent:

(a) (i) Purchaser shall have performed in all material respects its agreements and obligations contained in this Agreement required to be performed by it at or before the Closing, and (ii) the representations and warranties of Purchaser contained herein (A) that are qualified by materiality or Material Adverse Effect shall be true and correct as of the Closing as if made as of such date, and (B) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects at and as of the Closing as if made at and as of such time. Pfizer shall have received a certificate of Purchaser, dated as of the Closing Date and signed by an officer of Purchaser, certifying as to the fulfillment of the foregoing; and

(b) Purchaser shall have made or caused to be made delivery to Pfizer of the items required by Section 3.1(c).

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller hereby represents and warrants to Galen and Purchaser as follows:

Section 5.1. Organization . Pfizer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. PPLLC is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.

Section 5.2. Authority: Binding Effect. Each Seller has all requisite corporate power and authority to carry on its business as it is now being conducted and to execute, deliver and perform each Transaction Agreement to which it is a party. The execution, delivery and performance by each Seller of each Transaction Agreement to which it is a party have been or will have been at the Closing duly authorized by all requisite corporate action on the part of such Seller.

(b) This Agreement constitutes and, when executed and delivered in accordance with its terms, each other Transaction Agreement will constitute, a valid and binding obligation of each Seller party thereto, enforceable against each such Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by

15

general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Section 5.3. Non-Contravention . The execution, delivery and performance by each Seller of each Transaction Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any provision of the certificate of incorporation, bylaws or other comparable organizational documents of any Seller; (ii) subject to obtaining the consents or other actions referred to in Schedule 5.4, result in a breach of, or default under (whether after the giving of notice or the lapse of time or both), or right to accelerate with respect to, or result in the termination of any contract, commitment or other obligation to which any Seller or any of its Affiliates is a party or is subject relating to a Purchased Asset, or result in the creation of any Lien on any Purchased Asset; or (iii) assuming compliance with the matters set forth in Sections 5.4 and 6.4, violate any Law to which any Seller is subject with respect to the Facility, except, with respect to clauses (ii) and (iii) above, for any breaches, defaults, terminations or Liens as would not, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.4. Required Consents . Schedule 5.4(a) sets forth each agreement, contract or other instrument binding upon Sellers, other than any agreement relating to a Plan, or any Permit (a) requiring a consent or other action by any Person or (b) pursuant to which obligations would be accelerated or rights would be terminated, as a result of the execution, delivery and performance of this Agreement (the “ Required Consents ”).

Section 5.5. Licenses and Permits . Schedule 5.5 correctly describes each material license, permit, certificate, approval or other similar Governmental Authority authorization required to operate the Facility (the “ Permits ”) together with the name of the Governmental Authority issuing such Permit. Except as set forth on Schedule 5.5, to the Knowledge of Pfizer, (i) the Permits are valid and in full force and effect, and (ii) Seller is not in default, and no condition exists that with notice or lapse of time or both would constitute a default, under the Permits.

Section 5.6. Governmental Authorization . Other than as set forth in Schedule 5.6, the execution, delivery and performance by each Seller of each Transaction Agreement to which it is a party do not require any consent or approval of any Governmental Authority, except for such consents or approvals, the failure of which to obtain, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.7. Financial Information . The Financial Statements have been prepared in accordance with each Seller’s books and records and present fairly in all material respects, the information purported to be presented therein.

16

Section 5.8. Conduct of Business . Since July 1,2003, except to the extent set forth in Schedule 5.8, the operations of the Facility have been conducted in the normal course consistent with past practices and there has not been:

(a) any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;

(b) any creation or other incurrence of any Lien on any Purchased Asset other than Permitted Encumbrances;

(c) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Facility or any Purchased Asset which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;

(d) any transaction or commitment made, or any contract or agreement entered into, by Sellers relating to the Facility or any other Purchased Asset (including the acquisition or disposition of any assets) or any relinquishment by Sellers of any contract or other right, in either case, material to the Facility or operation of the Facility, other than (i) transactions and commitments in the ordinary course of business consistent with past practices and (ii) those contemplated by this Agreement;

(e) any (i) employment, deferred compensation, severance, retirement or other similar agreement entered into with any Employee (or any amendment to any such existing agreement), (ii) grant of any severance or termination pay to any Employee, (iii) change in compensation or other benefits payable to any Employee whether pursuant to any severance or retirement plans or policies thereof or otherwise, (iv) establishment, adoption, entrance into or termination of any Plan, (v) grant of any loans or advances of money or other property to any Employee, or (vi) the grant of any equity or equity-incentive award to any Employee, other than in the case of each of Clauses (i) through (vi) in the ordinary course of business consistent with past practice;

(f) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Facility, which employees were not subject to a collective bargaining agreement on July 1, 2003, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to employees of the Facility; or

(g) any capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment, other than any capital expenditures or commitments which have been budgeted.

Section 5.9. No Litigation . Except as set forth on Schedule 5.9, as of the date hereof, no litigation, preliminary or permanent injunction, cease or desist order, investigation or proceeding by or before any court or Governmental Authority or arbitrator is pending against or threatened in writing or, to the Knowledge of Pfizer, threatened orally against any of the Sellers, concerning the Facility, its operations or employees, in each case which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) There are no outstanding orders, injunctions or decrees of any Governmental Authority that apply to any of the Purchased Assets (or will apply to Purchaser after the

17

Closing) that restrict the ownership, disposition or use of the Purchased Assets, which restriction or restrictions have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.10. Compliance with Laws . Except with respect to Environmental Laws (which are the subject of Section 5.11), and except as to matters otherwise set forth in this Agreement or set forth in Schedule 5.10:

(a) To the Knowledge of Pfizer, PPLLC is in compliance in all respects with all Laws applicable to the ownership or operation of the Purchased Assets and the Facility, except to the extent that the failure to comply therewith has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and

(b) PPLLC possesses all Governmental Authorizations necessary for the operation of the Facility as it is currently conducted, except where the failure to possess any such Governmental Authorization would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.11. Environmental Matters . Except asset forth in Schedule 5.11:

(a) to the Knowledge of Pfizer, the Purchased Assets are in compliance with all Environmental Laws or Environmental Permits and PPLLC has not undertaken with respect to any of the Purchased Assets, nor has any Seller received notice that any of the Purchased Assets is subject to, any Remedial Action or enforcement action under any Environmental Law and/or Environmental Permit, except for such non-compliance, Remedial Actions or enforcement actions that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b) the Facility has obtained and possesses all Environmental Permits required to operate the Purchased Assets as they are currently operated, and since January 1, 2003, have been operated, except where any failure to so obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(c) no written claims, demands or actions have been made or, to the Knowledge of Pfizer threatened that would reasonably be expected to result in material Environmental Liability arising from or as a result of (i) exposures to Hazardous Substances at or from any of the Purchased Assets; (ii) Releases of Hazardous Substances at or from any of the Purchased Assets; (iii) generation, transportation, treatment, storage, migration or disposal of Hazardous Substances at or from any of the Purchased Assets; or (iv) non-compliance with any Environmental Laws or Environmental Permits at the Purchased Assets, except, in the case of (i), (ii), (iii) or (iv) above, for such matters that were fully and finally resolved prior to July 1, 2000;

(d) to the Knowledge of Pfizer: (i) no Release of any Hazardous Substances by or on behalf of the Sellers has occurred at the Purchased Assets, and (ii) there is and has been no other Release or presence of Hazardous Substances at or affecting the Purchased Assets, which in either (i) or (ii) would reasonably be expected to give rise to

18

any Liability under any applicable Environmental Law that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and

(e) other than as set forth in the reports of assessments, audits, investigations, studies, and other similar reviews set forth on Schedule 5.11(e), and without limiting the generality of the foregoing, to the Knowledge of Pfizer, none of the Purchased Assets contains: (i) any waste dump, landfill, lagoon for holding or storing process waters or wastes, septic tank, or injection well for waste disposal; (ii) any underground storage tank; (iii) asbestos or asbestos-containing building materials, at levels subject to regulation under any applicable Environmental Laws; (iv) polychlorinated biphenyls, in equipment or otherwise, at levels subject to regulation under any applicable Environmental Laws; (v) lead-based paint; or (vi) mold of the type and in quantities that could reasonably be expected to be harmful to human health or safety, and

(f) to the Knowledge of Pfizer, Sellers have provided to Purchaser true and complete copies of all material reports of assessments, audits, investigations, studies, and other similar reviews relating to conditions at or arising out of any of the Purchased Assets with respect to any Environmental Laws, which reports have been prepared based on assessments, audits, investigations, studies, and other similar reviews conducted subsequent to July 1, 2000.

Section 5.12. Material Contracts . Except for intercompany agreements, agreements entered into after the date hereof in accordance with Section 7.2 or as set forth on Schedule 5.12 (the “ Material Contracts ”), with respect to the Facility, PPLLC is not a party to or bound by:

(i) any contract, agreement or other arrangement for the purchase of materials, supplies, goods, services, equipment or other assets or other personal property with any supplier or for the furnishing of services to the Facility, in each case, extending beyond one year from the date hereof or the terms of which provide for financial commitments in excess of US$50,000;

(ii) any contract, agreement or other arrangement for the furnishing of services by the Facility, in each case, with firm commitments in excess of three years from the date hereof; or

(iii) any lease, sublease or other agreement granting rights of occupancy or use of real property, in each case, the terms of which provide for annual rentals in excess of US$20,000.

(b) Except as disclosed in Schedule 5.12 . (i) each Material Contract is valid and binding on PPLLC and, to the Knowledge of Pfizer, the other party thereto, and is in full force and effect and (ii) PPLLC is not, or to the Knowledge of Pfizer, no other party thereto is, in breach of, or in default under, any Material Contract, in any material respect.

Section 5.13. Real Property . (a) Schedule 5.13(a) sets forth a complete list of all real property and interests in real property owned by the Sellers and used or held for use

19

in connection with the operation and use of the Facility as it is currently operated and used (such real property and interests in real property, including the Facility, the “ Owned Real Property ”). The Sellers have furnished or made available to the Purchaser or its representatives true and complete copies of deeds of conveyance reflecting PPLLC’s title to the Owned Real Property.

(b) Schedule 5.13(b) sets forth a true and complete list of each agreement (together with any modifications or amendments thereto, a “ Lease ”), pursuant to which the Sellers lease, sublease, license or otherwise occupy (whether as landlord, sublandlord, tenant, subtenant or other occupancy arrangement) any real property or interest in real property that is used or held for use in connection with the operation and use of the Facility as it is currently operated and used (the “ Leased Real Property ”). Except as set forth on Schedule 5.13(b), the Sellers have furnished or made available to the Purchaser or its representatives true and complete copies of each Lease. Schedule 5.13(b) specifies (a) the use made of each Leased Real Property, (b) the street address of each Leased Property, (c) the parties to each Lease and (d) the annual rent payable under each Lease. Except as set forth on Schedule 5.13(b), (i) each Lease may be assigned by the applicable Seller to Purchaser without the consent or approval of any third party and (ii) no Seller has assigned, sublet, transferred or encumbered its leasehold interest.

(c) Except as set forth on Schedule 5.13(c), (i) PPLLC is (and immediately after the Closing, Purchaser shall be) the sole owner of good, valid, marketable and indefeasible fee simple title to the Owned Real Property, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than Permitted Encumbrances and (ii) PPLLC has (and immediately after the Closing, Purchaser shall have) good and valid title to the leasehold estate in the Leased Real Property, free and clear of any Liens other than Permitted Encumbrances.

(d) There are no special assessment, condemnation, eminent domain or similar proceeding existing or pending, or, to the Knowledge of Pfizer threatened orally or in writing, relating to any Owned Real Property or any portion thereof, except as would not have a Material Adverse Effect.

(e) All Leases are in full force and effect and are valid, binding and enforceable in accordance with their respective terms or against the parties thereto and, to the Knowledge of Pfizer, there does not exist under any such Lease any breach by PPLLC, or any condition or event which, with notice or lapse of time or both, would constitute a default or breach or lead to a right by the lessor to terminate the Lease. None of the structures on the Owned Real Property encroaches upon real property of another Person, and no structure of any other Person substantially encroaches upon any Owned Real Property.

(f) Except as set forth on Schedule 5.13(f), to the Knowledge of Pfizer, none of the Owned Real Property (or the current operation or use thereof) violates in any material respect any Laws applicable to such Owned Real Property. To the Knowledge of Pfizer, no default or breach exists under any of the covenants, restrictions, conditions, rights of

20

way or easements, if any, affecting all or any portion of the Owned Real Property which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(g) No Person has any existing or future right to occupy space at the Owned Real Property pursuant to any lease, license, agreement or contract. None of the Sellers is obligated under or bound by any option, right of first refusal, purchase contract or other contractual right to acquire, sell or dispose of all or any portion of the Owned Real Property.

Section 5.14. Employee Benefits . Set forth on Schedule 7.5(a) is a list of each material Plan in effect as of the date of this Agreement.

(b) As applicable with respect to each material Plan, Pfizer has made or will make available to Purchaser, true and complete copies of (i) each such Plan, including all amendments and trust agreements thereto, (ii) the current summary plan description and each summary of material modifications thereto, (iii) if applicable, the most recent IRS and/or Puerto Rico Department of Treasury determination letter relating thereto, and, if applicable, the three most recent years’ (A) actuary’s reports and (B) Form 5500s and related schedules.

(c) Each material Plan has been maintained, operated and administered in compliance in all material respects with its terms and the applicable provisions of ERISA, the Puerto Rico Code, the Code and other applicable Law except where such noncompliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d) To the Knowledge of Pfizer, with respect to any material Plans which are “group health plans” under Section 607(1) of ERISA, there has been timely compliance in all material respects with all requirements imposed thereunder, and under Parts 6 and 7 of Title I of ERISA generally, so that Pfizer and any Affiliate do not reasonably expect to incur any loss, assessment, tax penalty, or other sanction with respect to any such Plan. Neither Sellers nor any other “party in interest” (