LICENSE AND SETTLEMENT AGREEMENT

Exhibit 10.62

      *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

LICENSE AND SETTLEMENT AGREEMENT

     THIS LICENSE AND SETTLEMENT AGREEMENT (this “ Agreement ”) dated as of November 26, 2008 (the “ Effective Date ”) is entered into between Medicis Pharmaceutical Corporation, a Delaware corporation with offices located at 7720 North Dobson Road, Scottsdale, Arizona 85256 on behalf of itself and its Affiliates (collectively, “ Medicis ”), and Impax Laboratories, Inc., a Delaware corporation with offices located at 30831 Huntwood Avenue, Hayward, California 94544 on behalf of itself and its Affiliates (collectively, “ Impax ”).

     WHEREAS, Medicis is the owner of the Patent Rights (as defined below);

     WHEREAS, Medicis and Impax have entered into that certain Joint Development Agreement of even date herewith (the “ Joint Development Agreement ”) pursuant to which Impax is conducting research and development for a derivative of Medicis’ product marketed and sold under the trademark Solodyn ^® ; and

     WHEREAS, in partial consideration for Impax’s efforts under the Joint Development Agreement, Impax desires to receive a license under the Patent Rights and Medicis desires to grant to Impax a license under the Patent Rights, all on the terms and conditions of this Agreement.

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

     1.  DEFINITIONS.

          1.1 “ Affiliate ” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity. An entity shall be regarded as in control of another entity if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other entity, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other entity by any means whatsoever.

          1.2 “AG Term” shall have the meaning set forth in Section 2.2.2.

          1.3 “AG Trigger” means *** .

          1.4 “ ANDA ” means an Abbreviated New Drug Application and any supplements thereto.

          1.5 “Business Day” means any day other than a Saturday, Sunday or a day on which banks in Arizona are authorized or required by law to close.

          1.6 “ Confidential Information ” means all non-public materials, information and data concerning the disclosing party and its operations that is disclosed by the disclosing party to the receiving party pursuant to the Confidentiality Agreement, this Agreement, the Joint Development Agreement or the Distribution Agreement, orally or in written, electronic or tangible form, or otherwise obtained by the receiving party through observation or examination of the disclosing party’s operations. Confidential Information includes, but is not limited to, information about the disclosing party’s financial condition and projections; business, marketing or strategic plans; sales information, customer lists; price lists; databases; trade secrets; product prototypes and designs; techniques, formulae, algorithms and other non-public process information. Notwithstanding the foregoing, Confidential Information of a party shall not include that portion of such materials, information and data that, and only to the extent, the recipient can establish by written documentation: (a) is known to the recipient as evidenced by its written records before receipt thereof from the disclosing party, (b) is disclosed to the recipient free of confidentiality obligations by a Third Party who has the right to make such disclosure without obligations of confidentiality, (c) is or becomes part of the public domain through no fault of the recipient, or (d) the recipient can reasonably establish is independently developed by persons on behalf of recipient without the use of the information disclosed by the disclosing party.

          1.7 “Confidentiality Agreement” means ***

          1.8 “Control” means with respect to any material, information, or intellectual property right, that a party (a) owns such material, information, or intellectual property right, or (b) has a license or right to use such material, information, or intellectual property right, in each case with the ability to grant to the other party access, a right to use, a license, or a sublicense (as applicable) to such material, information, or intellectual property right on the terms and conditions set forth herein, without violating the terms of any agreement or other arrangement with any Third Party.

          1.9 “ Cost of Sales ” means, on a per Existing Product or per Generic Subsequent Product basis and for a given calendar quarter, the sum of the Manufacturing Costs and Distribution and Sales Costs for such Existing Product or Generic Subsequent Product sold during such calendar quarter.

          1.10 “ Distribution Agreement ” shall have the meaning set forth in Section 2.2.1.

          1.11 “ Distribution and Sales Costs ” means, on a per Existing Product or per Generic Subsequent Product basis and for a given calendar quarter, (a) an amount equal to *** and (b) an amount equal *** ; provided, however, that any of the foregoing costs that are included within the definition of “Distribution and Sales Costs” may not be deducted again when calculating Net Sales.

          1.12 “ Existing Product ” means any product (a) that is a Generic Equivalent of the Solodyn Products, (b) that is sold pursuant to ANDA #90-024 under Impax’s control, and (c) the making, using, selling or importation is covered by one or more Valid Claims.

          1.13 “ FDA ” means the United States Food and Drug Administration or any successor entity thereto.

          1.14 “Generic Equivalent” means *** .

          1.15 “Generic Subsequent Product” means the Medicis-authorized generically labeled version of the Subsequent Product.

          1.16 “ Grantback Patents ” means (a) *** , (b) all divisions, continuations, continuations-in-part, that claim priority to, or common priority with, the patent applications described in clause (a) above or the patent applications that resulted in the patents described in clause (a) above, and (c) all patents that have issued or in the future issue from any of the foregoing patent applications, including utility, model and design patents and certificates of invention, together with any reissues, renewals, extensions or additions thereto.

          1.17 “ Gross Profit ” means, with respect to all Existing Products or all Generic Subsequent Products in a calendar quarter, the remainder, if any, that results from Net Sales of Existing Products or Generic Subsequent Products, as applicable, in the Territory minus the Cost of Sales of Existing Products or Generic Subsequent Products, as applicable. With respect to a product, to the extent such remainder is a negative number, such loss shall not be due and owing by Medicis, but Impax shall have the right to offset such loss against any positive remainder for such product only in the immediately succeeding calendar quarter.

          1.18 “ License Trigger ” means the first to occur of any of the following:

               1.18.1 *** ; or

               1.18.2 *** ; or

               1.18.3 *** ; or

               1.18.4 the third (3rd) anniversary of the Effective Date.

***

          1.19 “ Manufacturing Costs ” means (each of the following to be determined in accordance with GAAP applied in a manner consistent with past practices of Impax) (a) the delivered cost to Impax of a Existing Product or Generic Subsequent Product for use or sale in the Territory if a Third Party (or Medicis) is the manufacturer of such Existing Product or Generic Subsequent Product provided that such Existing Product or Generic Subsequent Product is provided pursuant to an arms-length and commercially reasonable agreement, or (b) where Impax is itself the manufacturer, the sum of Materials Costs, labor costs, Overhead and Freight And Taxes incurred by Impax to produce such Existing Product for use or sale in the Territory, including the costs of rejected or failed batches of such Existing Product. As used herein, “ Materials Cost” means Impax’s procurement costs for (i) raw materials (both active and inactive ingredients), and (ii) packaging, labeling and storing materials, incurred in connection with the manufacture, testing, labeling, purchasing and distribution of such Existing Product; “ Overhead” means all indirect costs of manufacturing such Existing Product including, without

limitation, insurance, inspection, testing, quality control and quality assurance, depreciation, maintenance and repair costs, all as determined in accordance with the U.S. GAAP, and “ Freight And Taxes” means all insurance, freight and shipping charges, import taxes and duties and similar taxes and duties levied by the United States or other government entity with jurisdiction, and port and loading charges, all to the extent not already deducted under Distribution and Sales Costs.

          1.20 “ Net Sales ” means, with respect to a given Existing Product or Generic Subsequent Product, the aggregate gross price of such Existing Products or Generic Subsequent Products received by Impax or its sublicensees from unaffiliated retailers, distributors or other customers, less the sum of the following items, all of which must directly relate to the sale and distribution of such Existing Products or Generic Subsequent Products and be determined in accordance with GAAP applied in a manner consistent with past practices of Impax: (a) returns, credits, rebates, discounts, allowances, promotional payments, free goods, chargebacks and other price reduction programs customary to the trade or required by law, (b) sales, valued-added and other taxes, (c) *** , (d) customs duties, surcharges and other governmental charges, (e) *** , and (f) *** . Sales between or among Impax and its Affiliates shall not be included in Net Sales unless Impax or its Affiliates are the end user of the Existing Products or Generic Subsequent Products.

          1.21 “ Patent Rights ” means (a) the patents and patent applications listed on Exhibit A to this Agreement, (b) *** ; (c) all divisions, continuations, continuations-in-part, that claim priority to, or common priority with, the patent applications described in clauses (a) and (b) above or the patent applications that resulted in the patents described in clauses (a) and (b) above, and (d) all patents that have issued or in the future issue from any of the foregoing patent applications, including utility, model and design patents and certificates of invention, together with any reissues, renewals, extensions or additions thereto.

          1.22 “ Product ” means any product for which the making, using, selling or importation is covered by one or more claims of the Patent Rights.

          1.23 “ Solodyn Products ” means the Solodyn products listed on Exhibit B, as such products are marketed and sold by Medicis as of the Effective Date in the Territory.

          1.24 “ Solodyn Product Patents ” means (a) all patents and patent applications in the Territory Controlled by Impax as of the Effective Date that claim or cover a Solodyn Product or the manufacture or use of a Solodyn Product, (b) all divisions, continuations and continuations-in-part (solely to the extent directed to subject matter disclosed in a patent or patent application described in clause (a) above) that (i) claim priority to, or common priority with, the patent applications described in clause (a) above or the patent applications that resulted in the patents described in clause (a) above and (ii) claim or cover a Solodyn Product or the manufacture or use of a Solodyn Product, and (c) all patents that issue after the Effective Date from any of the foregoing patent applications, including utility, model and design patents and certificates of invention, together with any reissues, renewals, extensions or additions thereto, *** .

          1.25 “ Subsequent Product ” means *** .

          1.26 “ Territory ” means the United States of America including its territories and possessions.

          1.27 “ Third Party ” means any person or entity other than Medicis or Impax.

          1.28 “Trade” shall have the meaning set forth in Section 2.2.1.

          1.29 “Valid Claim” means *** .

     2.  LICENSES; RELEASES.

          2.1 License Grant for Existing Product .

               2.1.1 Effective only upon the occurrence of the License Trigger, Medicis hereby grants to Impax a non-exclusive, non-transferable (except as permitted in Section 8.6) license (without the right to grant sublicenses except to have made Existing Products on behalf of Impax) under the Patent Rights to make, have made, use, offer for sale, sell and import inside the Territory Existing Products.

               2.1.2 Until the occurrence of the License Trigger, Impax shall not, and shall not directly or indirectly encourage or assist any Third Party to, develop and/or commercialize any Existing Products in the Territory; provided, however, that Impax shall not be subject to the foregoing restriction at any time when there is no Valid Claim in the Territory claiming the Existing Product or its manufacture or use.

               2.1.3 Nothing in this Agreement shall be construed as creating an obligation, express or implied, on Medicis to supply any Existing Product to Impax. Impax shall be solely responsible for manufacturing, or having manufactured, its supply of Existing Product.

               2.1.4 *** .

               2.1.5 Each party shall promptly notify the other in writing of the occurrence of the License Trigger. In addition, Medicis shall keep Impax apprised of the status of material developments that affect when the License Trigger occurs, that Impax would not otherwise be aware of ***. Impax shall notify Medicis in writing at least five (5) days before Impax initiates commercialization of the Existing Product if the date of such initiation is anticipated to be before the License Trigger.

          2.2 Subsequent Products; Distribution Agreement .

               2.2.1 With respect to the Subsequent Product, and effective only upon the occurrence of the AG Trigger, Medicis hereby appoints Impax as its exclusive distributor of the Generic Subsequent Product in the Territory and authorizes Impax, under the Patent Rights, to market the Generic Subsequent Product solely to wholesalers, distributors, retailers, mail order, managed care, and group purchasing organizations (collectively, the “ Trade ”) in the Territory, pursuant to a separate distribution and supply agreement (the “Distribution Agreement” ) to be entered into between Impax and Medicis.

               2.2.2 Commencing on the Effective Date, the parties shall negotiate in good faith the terms of and enter into the Distribution Agreement, which will contain the following provisions:

               2.2.3 If the parties do not agree upon the terms of the Distribution Agreement within sixty (60) days of the Effective Date, then either party may, by written notification to the other party, submit the matter to binding “baseball” arbitration to determine the terms of the Distribution Agreement as follows. Promptly following receipt of such notice, the parties shall meet and discuss in good faith and agree on an arbitrator to resolve the issue, which

arbitrator shall be neutral and independent of both parties, shall have significant experience and expertise in distribution and supply agreements in the generic pharmaceutical industry, and shall have some experience in mediating or arbitrating issues relating to such agreements. If the parties cannot agree on such arbitrator within thirty (30) days of request by a party for arbitration, then such arbitrator shall be appointed by the American Arbitration Association, which arbitrator must meet the foregoing criteria. Within fifteen (15) days after an arbitrator is selected (or appointed, as the case may be), each party will deliver to both the arbitrator and the other party a detailed written proposal setting forth its proposed terms for the Distribution Agreement, which terms shall not conflict with the terms set forth in Section 2.2.2 (the “Proposed Terms” of the party) and a memorandum (the “Support Memorandum” ) in support thereof, not exceeding ten (10) pages in length. The parties will also provide the arbitrator a copy of this Agreement, as may be amended at such time. Within fifteen (15) days after receipt of the other party’s Proposed Terms and Support Memorandum, each party may submit to the arbitrator (with a copy to the other party) a response to the other party’s Support Memorandum, such response not exceeding five (5) pages in length. Neither party may have any other communications (either written or oral) with the arbitrator other than for the sole purpose of engaging the arbitrator or as expressly permitted in this Section 2.2.3; provided that, the arbitrator may convene a hearing if the arbitrator so chooses to ask questions of the parties and hear oral argument and discussion regarding each party’s Proposed Terms. Within sixty (60) days after the arbitrator’s appointment, the arbitrator will select one of the two Proposed Terms (without modification) provided by the parties that he or she believes is most consistent with the intention underlying and agreed principles set forth in this Agreement and most accurately reflects industry norms for a transaction of this type. The decision of the arbitrator shall be final, binding, and unappealable and the parties shall promptly enter into a Distribution Agreement having the terms set forth in the Proposed Terms selected by the arbitrator. For clarity, the arbitrator must select as the only method to determine the terms of the Distribution Agreement one of the two sets of Proposed Terms, and may not combine elements of both Proposed Terms or take any other action.

          2.3 Grantbacks .

               2.3.1 Impax hereby grants to Medicis a perpetual, royalty-free, fully-paid up, non-transferable (except as provided in Section 8.6), non-exclusive license (with the right to grant sublicenses through multiple tiers) under the Grantback Patents to make, have made, use, offer for sale, sell and import Products in the Territory.

               2.3.2 Impax hereby grants to Medicis a perpetual, royalty-free, fully-paid up, non-transferable (except as provided in Section 8.6), non-exclusive license (with the right to grant sublicenses through multiple tiers) under the Solodyn Product Patents to make, have made, use, offer for sale, sell and import Solodyn Products in the Territory.

          2.4 Validity of Patent Rights . Impax hereby admits that the following Patent Rights claims are valid and enforceable: (a) all claims that are in the patents listed on Exhibit A that issued prior to the Effective Date (not taking into account any claim amendments filed, before, on or after the Effective Date, pursuant to a reexamination or reissuance proceeding) and (b) all claims listed on Exhibit C from pending patent applications, as such claims were worded as of the Effective Date and as they may be modified during prosecution of the underlying application following the Effective Date, but only to the extent they remain substantially similar.

Impax hereby admits that the making, using, offering to sell, selling, and/or importation into the United States of Impax’s product that is to be sold pursuant to Impax’s ANDA #90-024 is covered by one or more claims of United States Patent No. 5,908,838 (not taking into account any claim amendments filed, before, on or after the Effective Date, pursuant to a reexamination or reissuance proceeding) under 35 U.S.C. § 271. The foregoing admission shall be binding on Impax and admissible against Impax in any dispute or litigation between the parties regarding the Patent Rights, and Impax will not challenge any such admission. Impax shall not receive any rights under this Agreement, and Medicis shall retain the sole right, to prepare, prosecute, maintain and enforce the Patent Rights.

          2.5 No Implied Licenses . Except as explicitly set forth in this Agreement, neither party grants to the other party under its patents or other intellectual property any license, express or implied. Impax shall not use Medicis’ name or any Medicis trademarks (including without limitation Solodyn ^® ) in connection with the marketing, promotion or sale of any products without the prior written consent of Medicis in each instance.

          2.6 Releases . Impax has appealed the holding of the United States District Court for the Northern District of California, Civil Action No. 3:2008cv00253 to the United States Court of Appeals for the Federal Circuit, Appeal No. 2008-1373 (collectively, the “ Action ”), in which Impax challenges the district court’s dismissal of Impax’s declaratory judgment action regarding the invalidity and noninfringement of certain of the Patent Rights. In consideration of the mutual covenants herein and in the Joint Dismissal Agreement attached hereto as Exhibit D and incorporated herein by reference Impax hereby releases and agrees to release Medicis from all claims arising out of the Action. Upon the Effective Date, Impax and Medicis shall cause to be completed, executed and filed with the Federal Circuit a stipulated dismissal with prejudice of the Action, in the form of the Joint Dismissal Agreement attached hereto as Exhibit D, and to seek entry of such order and judgment by such Court.

     3.  FINANCIAL CONSIDERATIONS.

          3.1 Profit Sharing .

               3.1.1 With respect to the Existing Products, and subject to the terms and conditions of this Agreement, commencing on the date Impax begins selling an Existing Product, within sixty (60) days following the end of each calendar quarter thereafter, Impax shall pay to Medicis *** of all Gross Profit accrued during such calendar quarter and arising from Net Sales of such Existing Products during such quarter. Medicis’ right to receive a share of the Gross Profit under this Section 3.1.1 shall expire upon *** .

               3.1.2 Impax shall not (a) have any obligation to pay any amounts pursuant to Section 3.1.1, or (b) be subject to the restrictions under Section 2.1.2, in each case if there is no Valid Claim in the Territory at the time of sale of an Existing Product; provided, however, that if there is at the time of such sale a pending patent application in the Patent Rights in the Territory with a published claim which covers such Existing Product or its manufacture or use and a patent subsequently issues in the Territory from such patent application that contains such claim or a claim that is substantially similar to such claim, then Impax shall pay Medicis within thirty (30) days of receipt from Medicis of written notice of the issuance of such patent,

an amount equal to *** . If there is no Valid Claim in the Territory and a patent subsequently issues in the Territory from a patent application within the Patent Rights and there is a dispute between the parties regarding whether at least one such subsequently issued claim covers the Existing Product or its manufacture or use then upon the submission of a written request of either party to the other party, such dispute shall be resolved exclusively by binding arbitration before a single arbitrator, conducted in accordance with the rules of arbitration of the American Arbitration Association for commercial disputes (the “Rules”), except to the extent that such Rules are inconsistent with this Agreement. Each party shall select one independent, neutral representative, and shall notify the other party of its selection of such representative within ten (10) business days after the written request for binding arbitration. The two (2) representatives selected by the parties shall then mutually select, within twenty (20) business days, in accordance with the Rules, an independent, neutral arbitrator who is admitted to practice before the United States Patent and Trademark office and has at least ten (10) years of experience as a patent attorney in the biotechnology or pharmaceuticals field. The arbitrator shall resolve such dispute in accordance with this Agreement and the substantive rules of law (but not the rules of procedure or conflicts of laws) that would be applied by a federal court sitting in Arizona, provided that Impax shall have to demonstrate to the arbitrator by clear and convincing evidence that the Existing Product or its manufacture or use is not covered by at least one Valid Claim. The arbitrator shall use best efforts to issue a final decision within ninety (90) days after being selected. The final decision of the arbitrator shall be final and binding upon the parties, solely for purposes of determining Impax’s obligations under Section 2.1.2 and/or Impax’s obligations to pay royalties under Section 3.1.1, but such decision shall have no force or effect on any other person in accordance with 35 U.S.C. 294 or with respect to any products other than the Existing Products. If Impax breaches its obligations under this Section or Section 2.1.2, Impax hereby agrees that in any subsequent litigation between the parties Impax shall be subject to a rebuttable presumption of willful infringement. All negotiations pursuant to this Section 3.1.2 and the arbitration proceeding and decision of the arbitrator shall be confidential, treated as a compromise and settlement negotiation for purposes of applicable rules of evidence, including without limitation Rule 408 of the Federal Rules of Evidence. The parties agree that they shall share equally the cost of the arbitration filing and hearing fees, and the cost of the representative and the arbitrator. Each party shall bear its own attorneys’ and expert fees and all associated costs and expenses. ***.

               3.1.3 Each payment made under this Section 3.1 shall be accompanied by a written report stating the number and description of all Existing Products sold in the Territory during the relevant calendar quarter; a detailed breakdown of the Cost of Sales associated therewith; the gross sales associated therewith; the calculation of Net Sales thereon, including without limitation the amount of any deduction provided for in the definition of Net Sales; and the calculation of Gross Profits therefrom.

          3.2 Taxes . Impax shall be responsible for and may withhold from payments made to Medicis under this Agreement any taxes required to be withheld by Impax under applicable law. Accordingly, if any such taxes are levied on such payments due hereunder (“ Withholding Taxes ”), Impax shall (i) deduct the Withholding Taxes from the payment amount, (ii) pay all applicable Withholding Taxes to the proper taxing authority, and (iii) send evidence of the obligation together with proof of tax payment to Medicis within sixty (60) days following that tax payment.

          3.3 Audit Rights . On no less than five (5) business days notice from Medicis, Impax shall make all such records, books of account, information and data concerning (i) its sales of Existing Products pursuant to this Agreement; and (ii) its manufacture of any Existing Products, or (iii) to the extent in its possession, the manufacture of Existing Products on behalf of Impax by its Third Party contract manufacturer, in each case available for inspection during normal business hours by an independent auditor selected by Medicis and reasonably acceptable to Impax for the purpose of an audit to determine the accuracy of the reports delivered and amounts paid by Impax pursuant to Section 3.1; provided that Medicis may not request such inspection more than once in any calendar year unless a discrepancy has been identified by Medicis and such audit shall be limited to records, books of account, information and data pertaining to payments made pursuant to Section 3.1 during the preceding three years. Upon reasonable belief of discrepancy or dispute, Medicis’ external auditors shall be entitled to take copies or extracts from such records, books of account, information and data (but only to the extent related to the contractual obligations set out in this Agreement) during any review or audit. Prior to the initiation of any audit pursuant to this Section 3.3, the external auditor shall sign a confidentiality agreement with Impax providing that, as between the external auditor and Impax, such records, books of account, information and data shall be treated as Confidential Information of Impax but may be disclosed to Medicis solely to the extent necessary to document a discrepancy in any reports delivered and amounts paid by Impax pursuant to Section 3.1. Medicis shall be solely responsible for its costs in making any such audit, unless Medicis identifies a discrepancy in favor of Impax in the calculation of the share of Gross Profit paid to Medicis under this Agreement in any calendar year from those properly payable for that calendar year of five percent (5%) or greater, in which event Impax shall be solely responsible for the reasonable cost of such audit and pay Medicis any underpayment. All information disclosed by Impax pursuant to this Section shall be deemed Confidential Information of Impax.

     4.  TERM AND TERMINATION.

          4.1 Term . Subject to Section 4.2, this Agreement shall expire on the expiration of the later to occur of (a) the last to expire of the Patent Rights and (b) the expiration of all payment obligations of Impax to Medicis hereunder; provided, however, that if there are no Valid Claims existing in the Territory, but there are at such time pending patent applications in the Patent Rights in the Territory, then subject to the terms and conditions of this Agreement, the term of this Agreement shall continue for the pendency of such pending applications. The expiration of this Agreement shall not cause the expiration of the Distribution Agreement and vice versa.

          4.2 Termination for Cause . Either party may terminate this Agreement upon or after the material breach of any material provision of this Agreement by the other party if the other party has not cured such breach within thirty (30) days after receipt of express written notice thereof by the non-breaching party. Any termination of this Agreement by Medicis for material uncured breach by Impax shall give rise to a right of Medicis also to terminate the Distribution Agreement; however, any breach of the Distribution Agreement will not be automatically deemed a breach of this Agreement.

          4.3 Effect of Expiration or Termination . Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or

termination, and the provisions of Sections 2.3, 2.4, 2.6, 3.3 (until expiration of the three (3) year period set forth therein), 4.3, 5, 7 and 8 shall survive the expiration or termination of this Agreement.

     5.  CONFIDENTIALITY.

          5.1 Confidentiality . Until the last to expire of this Agreement, the Joint Development Agreement or the Distribution Agreement, and for a period of five (5) years following the expiration or earlier termination hereof or thereof, except with respect to any Confidential Information constituting a trade secret in which case the receiving party’s obligation continues in perpetuity, provided such receiving party has been informed as to the status of such Confidential Information as a trade secret, each party shall maintain in confidence all Confidential Information disclosed by the other party (including all Confidential Information disclosed under the Confidentiality Agreement), and shall not use, grant the use of or disclose to any Third Party the Confidential Information of the other party other than as expressly permitted hereby. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other party’s Confidential Information.

          5.2 Permitted Disclosures . Either party may disclose Confidential Information of the disclosing party (a) on a need-to-know basis, to such party’s directors, officers and employees to the extent such disclosure is reasonably necessary in connection with such party’s activities as expressly authorized by this Agreement, and (b) to those agents and consultants, and contract manufacturers who need to know such information to accomplish the purposes of this Agreement (collectively, “ Permitted Recipients ”); provided such Permitted Recipients are bound to maintain such Confidential Information in confidence at least to the same extent as set forth in Section 5.1.

          5.3 Litigation and Governmental Disclosure . Each party may disclose Confidential Information of the other party to the extent such disclosure is reasonably necessary for prosecuting or defending litigation, complying with a court order or applicable law, governmental regulations or investigation, provided that if a party is required by law or regulation to make any such disclosure of the other party’s Confidential Information it will give reasonable advance notice to the other party of such disclosure requirement and will use good faith efforts to assist such other party to secure a protective order or confidential treatment of such Confidential Information required to be disclosed.

          5.4 Limitation of Disclosure . The parties agree that, except as otherwise may be required by applicable laws, regulations, rules or orders, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission, or any regulations of any national securities exchange, and except as may be authorized in Section 5.5, no information concerning this Agreement and the transactions contemplated herein shall be made public by either party without the prior written consent of the other.

          5.5 Publicity . Neither party shall make any publicity releases, interviews or other non-confidential dissemination of information concerning this Agreement or its terms, or either party’s performance hereunder, to communication media, financial analysts or others without the prior written approval of the other party, which approval shall not be unreasonably

withheld, delayed or conditioned. Notwithstanding anything to the contrary in this Agreement, the parties understand and agree that either party, may, if so required, disclose some or all of the information included in this Agreement or other Confidential Information of the other party (a) in order to comply with its obligations under the law, including the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934; (b) in order to comply with the listing standards or agreements of any national or international securities exchange or The NASDAQ Stock Market or New York Stock Exchange or other similar laws of a governmental authority; (c) to respond to an inquiry of a governmental authority or regulatory authority as required by law; or (d) in a judicial, administrative or arbitration proceeding. In any such event the party making such disclosure shall (i) provide the other party with as much advance notice as reasonably practicable of the required disclosure, (ii) cooperate with the other party in any attempt to prevent or limit the disclosure, and (iii) limit any disclosure to the specific purpose at issue. In connection with any filing of a copy of this Agreement with the Securities and Exchange Commission, the filing party shall endeavor to obtain confidential treatment of economic and trade secret information, and shall keep the other party informed as the planned filing (including, but not limited to providing the other party with the proposed filing reasonably in advance of making the planned filing) and consider the requests of the other party regarding such confidential treatment.

     6.  REPRESENTATIONS AND WARRANTIES.

          6.1 Representations .

               6.1.1 Each party hereby represents and warrants to the other party that (a) the person executing this Agreement is authorized to execute this Agreement; (b) this Agreement is legal and valid and the obligations binding upon such party are enforceable by their terms; and (c) the execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding, oral or written, to which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

               6.1.2 Medicis hereby represents and warrants to Impax that, as of the Effective Date, *** .

          6.2 Compliance with Law . Impax shall comply with all applicable laws and regulations with respect to obtaining regulatory approval for the sale of Existing Products and its manufacture, sale and commercialization of Existing Products.

          6.3 Disclaimer of Warranties . Except for those warranties set forth in Section 6.1, neither party makes any warranty, written, oral, express or implied, with respect to this Agreement. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT HEREBY ARE DISCLAIMED BY BOTH PARTIES.

          6.4 Limitation of Liability . WITH THE EXCEPTION OF DAMAGES RESULTING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS

UNDER THIS AGREEMENT OR ITS OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION), OR A BREACH BY IMPAX OF SECTION 2.1.2 OR SECTION 2.4, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR LOSS OF USE OR PROFITS OR OTHER COLLATERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH CLAIMS ARE FOUNDED IN TORT OR CONTRACT.

          6.5 Equitable Relief . Impax acknowledges and agrees that the obligations and undertakings of Impax pursuant to Sections 2.1.2 and 2.4 of this Agreement are reasonable and necessary to protect the legitimate interests of Medicis, that Medicis would not have entered into this Agreement in the absence of such provisions, and that Impax’s breach or threatened breach or failure to comply with such Sections 2.1.2 or 2.4 shall cause Medicis significant and irreparable harm, the amount of which shall be extremely difficult to estimate and ascertain, and for which money damages shall not be adequate. Impax further acknowledges and agrees that Medicis shall have the right to apply to any court of competent jurisdiction for an injunction order restraining any breach or threatened breach of Sections 2.1.2 or 2.4 of this Agreement and specifically enforcing the terms and provisions of such Sections of this Agreement, without the necessity of posting any bond or security or giving Impax an opportunity to cure, in addition to seeking any other remedy available to Medicis in law or equity. Impax agrees that it shall not challenge any of the foregoing acknowledgements and agreements concerning injunctive relief in any proceeding brought by Medicis.

     7.  INDEMNIFICATION.

          7.1 Impax Indemnification . Impax shall indemnify, defend and hold harmless Medicis, its directors, managers, members, officers, employees, authorized subcontractors and agents (collectively the “ Medicis Indemnified Parties ”) from and against any and all liabilities, obligations, penalties, judgments, disbursements of any kind and nature, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees and costs) (collectively, “Losses” ) incurred as a result of any claims, demands, actions or other proceedings by a Third Party against an Indemnified Party to the extent arising out of (a) Impax’s manufacture or sale of any Existing Product pursuant to this Agreement; or (b) Impax’s breach of any representation, warranty or covenant under this Agreement, except to the extent that such Losses arise out of Medicis’ breach of any representation, warranty or covenant under this Agreement.

          7.2 Medicis Indemnification . Medicis shall indemnify, defend and hold harmless Impax, its directors, managers, members, officers, employees, authorized subcontractors and agents (collectively the “ Impax Indemnified Parties ”) from and against any and all Losses incurred as a result of any claims, demands, actions or other proceedings by a Third Party against an Indemnified Party to the extent arising out of Medicis’ breach of any representation, warranty or covenant under this Agreement, except to the extent that such Losses arise out of Impax’s breach of any representation, warranty or covenant under this Agreement.

          7.3 Obligations . A party which intends to claim indemnification under this Section 7 (the “Indemnified Party” ) shall promptly notify the other party (the “Indemnifying Party” ) in writing of any claim, demand, action, or other proceeding in respect of which the Indemnified Party intends to claim such indemnification; provided, however, that failure to

provide such notice within a reasonable period of time shall not relieve the Indemnifying Party of any of its obligations hereunder except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnified Party shall permit the Indemnifying Party, at its discretion, to settle any such action, claim or other matter. Notwithstanding the foregoing, the Indemnifying Party shall not enter into any settlement that would adversely affect the Indemnified Party’s rights hereunder, or impose any obligations on the Indemnified Party in addition to those set forth herein, in order for it to exercise such rights, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. The Indemnified Party shall reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation and defense of any claim, demand, action, or other proceeding covered by the indemnification obligations of this Section 7. The Indemnified Party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense.

     8.  GENERAL PROVISIONS.

          8.1 Notices . All notices hereunder shall be delivered by facsimile (confirmed by overnight delivery), or by overnight delivery with a reputable overnight delivery service, to the following address of the respective parties:

     Notices shall be effective on the day of receipt. A party may change its address listed above by notice to the other party given in accordance with this Section 8.1.

          8.2 Entire Agreement . The parties hereto acknowledge that this Agreement sets forth the entire agreement and understanding of the parties and supersedes all prior written or oral agreements or understandings with respect to the subject matter hereof. No modification of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by an authorized agent or representative of both parties hereto. No course of dealing or usage of trade shall be used to modify the terms and conditions herein. This Agreement shall be binding on each of Impax and Medicis and their respective permitted successors and assigns.

          8.3 Bankruptcy . All rights granted under this Agreement by Medicis to Impax are and shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined under Section 101(52) of the US. Bankruptcy Code. The parties agree that Impax, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, subject to performance by Impax of its pre-existing obligations under this Agreement.

          8.4 Waiver . None of the provisions of this Agreement (including the Exhibits hereto) shall be considered waived by any party hereto unless such waiver is agreed to, in writing, by authorized agents of such party. The failure of a party to insist upon strict conformance to any of the terms and conditions hereof, or failure or delay to exercise any rights provided herein or by law shall not be deemed a waiver of any rights of any party hereto.

          8.5 Obligations to Third Parties . Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

          8.6 Assignment . Neither party shall assign this Agreement or any part hereof or any interest herein (whether by operation of law or otherwise) to any Third Party (or use any subcontractor) without the written approval of the other party; provided, however, that either party may assign this Agreement without such consent (i) to any Affiliate; and (ii) in the case of a merger, consolidation, change in control or sale of all or substantially all of the assets of the Relevant Business Unit of the party seeking such assignment or transfer and such transaction relates to the business or assets covered by this Agreement and the resulting entity assumes all of the obligations under this Agreement. For the purposes of this Section 8.6, the “Relevant Business Unit” shall mean, with respect to Impax, the generics division of Impax, and with respect to Medicis, the medical dermatology division of Medicis.