5.1 - (3)Opinion of Reed Smith Shaw & McClay LLP
10.1 - (2)Employment Agreement with Harry A. Dugger, III, Ph.D.
10.2 - (3)Employment Agreement with John J. Moroney
10.3 - (2)Agreement dated December 7, 1996 between the Registrant and Altana, Inc.
10.4 - (2)Agreement dated December 19, 1996 between the Registrant and Sandoz
10.5 - (2)Registrant's 1992 Stock Option Plan
10.6 - (3)Form of Option Agreement under 1992 Stock Option Plan
10.7 - (2)Registrant's 1997 Stock Option Plan
10.8 - (3)Form of Option Agreement under 1997 Stock Option Plan
10.9 - (2)Agreement with Rapid Spray (Clemastine) dated June 2, 1992
10.10 - (2)Agreement with Rapid Spray (Nitroglycerin) dated June 2, 1992
10.11 (3)Agreement with Creative Technologies, Inc. dated December 26, 1996
11.1 - (3)Computation of earnings per share
23.1 - (1)Consent of Wiss & Company, LLP (included on page II-7)
23.2 - (3)Consent of Reed Smith Shaw & McClay LLP (included in Exhibit 5.1)
27.1 - (3)Financial Data Schedule - Fiscal Years Ended 1996 and 1997
(1) Filed herewith.
(2) Filed as an exhibit to the Registration Statement (No. 333-33201)
on August 8, 1997.
(3) Filed as an exhibit to Amendment No. 1 to the Registration Statement
(No. 333-33201) on October 3, 1997.
(4) Filed as an exhibit to Amendment No. 2 to the Registration Statement
(No. 333-33201) on October 31, 1997.
Item 28. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; and