THIS SUPPLY AGREEMENT (this "AGREEMENT") is made as of June 29, 2004 (the
"EFFECTIVE DATE"), by and between COLUMBIA LABORATORIES (BERMUDA) LTD., a corporation
existing and organized under the laws of Bermuda, having its registered office at Canon's Court, 22 Victoria
Street, Hamilton HM 12, Bermuda ("COLUMBIA"), and LIL' DRUG STORE PRODUCTS, INC., a
corporation existing and organized under the laws of the State of Iowa, having a place of business at 1201
Continental Place North East, Cedar Rapids, Iowa 52402 (hereinafter "LDS").
W I T N E S S E T H :
WHEREAS, concurrent with the execution of this Agreement, Columbia, LDS and Columbia Laboratories, Inc.
("COLUMBIA US") are entering into that certain Asset Purchase Agreement, dated as of the date hereof (the
"ASSET PURCHASE AGREEMENT"), providing for the purchase by LDS from Columbia and Columbia US
of certain assets and the business of the Products (as hereinafter defined); and
WHEREAS, in connection with the Asset Purchase Agreement, LDS has agreed to enter into this Agreement
pursuant to which Columbia will be the exclusive supplier of the Products for LDS.
NOW THEREFORE, in consideration of the premises, which are incorporated herein by reference, and other
good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. SCOPE OF AGREEMENT
Subject to the terms and conditions hereof, LDS agrees to appoint Columbia as its exclusive source and supplier
of the requirements of LDS and its Affiliates (as hereinafter defined) for certain products on a worldwide basis,
subject to existing third party rights (the "TERRITORY"), identified on Exhibit 1.1 hereto (the "PRODUCTS"),
and Columbia agrees to act as the exclusive source and supplier of the requirements of LDS for the Products.
For purposes hereof, "AFFILIATE" shall mean, as applied to LDS or Columbia, any legal entity other than LDS
or Columbia, as the case may be, in