Exhibit 4.1

ALZA TTS RESEARCH PARTNERS, LTD.
AGREEMENT
OF
LIMITED PARTNERSHIP

AGREEMENT OF LIMITED PARTNERSHIP
Table of Contents

Page
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ARTICLE 1

GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Partnership Business. . . . . . . . . . . . . . . . . . . . . . 2
1.5 Principal Place of Business . . . . . . . . . . . . . . . . . . 2

ARTICLE 2

CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 3

2.1 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Partners; Amount of Agreed Capital Contributions . . . . . . . . 3
2.3 Additional Partners. . . . . . . . . . . . . . . . . . . . . . . 4
2.4 Additional Capital Contributions Not Required. . . . . . . . . . 5
2.5 No Interest on Capital . . . . . . . . . . . . . . . . . . . . . 5
2.6 No Withdrawal of Capital . . . . . . . . . . . . . . . . . . . . 5
2.7 No Voluntary Capital Contributions . . . . . . . . . . . . . . . 6
2.8 General Partner as Limited Partner . . . . . . . . . . . . . . . 6

ARTICLE 3

DISTRIBUTIONS, PROFITS AND LOSSES . . . . . . . . . . . . . . . . . . . 6

3.1 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2 Partnership Capital Percentage . . . . . . . . . . . . . . . . . 6
3.3 Allocation of Profits and Losses . . . . . . . . . . . . . . . . 7
3.4 Distributions to Partners. . . . . . . . . . . . . . . . . . . . 7

ARTICLE 4

ADMINISTRATIVE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . 8

Table of Contents
(Continued)
Page
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4.1 Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Powers of General Partner. . . . . . . . . . . . . . . . . . . . 8
4.3 Time Devoted by the General Partner; Contracts
with the General Partner. . . . . . . . . . . . . . . . . . . . 11
4.4 Net Worth; Liability; Indemnification . . . . . . . . . . . . . 12
4.5 Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . 14
4.6 Class B Limited Partner's Right to Consult . . . . . . . . . . . 16

ARTICLE 5

ACCOUNTING AND REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . 16

5.1 Books and Records. . . . . . . . . . . . . . . . . . . . . . . . 16
5.2 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.3 Accounting Method . . . . . . . . . . . . . . . . . . . . . . . 16
5.4 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.5 Tax Returns and Other Reports . . . . . . . . . . . . . . . . . 18

ARTICLE 6

TRANSFERS AND OTHER DISPOSITIONS OF PARTNERSHIP
INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

6.1 Transfer of Interests . . . . . . . . . . . . . . . . . . . . . 18
6.2 Death or Incompetence of Class A Limited
Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.3 Sale or Transfer of Interest of a Limited
Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.4 Assignee or Transferee Bound by This
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.5 Effective Date of Transfer . . . . . . . . . . . . . . . . . . . 22
6.6 Nontransferability of Interest of a
General Partner . . . . . . . . . . . . . . . . . . . . . . . 22
6.7 Removal or Bankruptcy of General Partner . . . . . . . . . . . . 23

ARTICLE 7

PURCHASE OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

7.l Grant of Option . . . . . . . . . . . . . . . . . . . . . . . . 24
7.2 Time for Exercise . . . . . . . . . . . . . . . . . . . . . . . 24
7.3 Manner of Exercise . . . . . . . . . . . . . . . . . . . . . . . 24

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Table of Contents
(Continued)
Page
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7.4 Purchase Price; Payment. . . . . . . . . . . . . . . . . . . . . 24
7.5 Transfer of Title. . . . . . . . . . . . . . . . . . . . . . . . 25
7.6 Rights of ALZA Development Corporation . . . . . . . . . . . . . 25

ARTICLE 8

TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

8.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.2 Terminating Event . . . . . . . . . . . . . . . . . . . . . . . 26
8.3 Right to Dissolve the Partnership . . . . . . . . . . . . . . . 26

ARTICLE 9

DISSOLUTION AND FINAL DISTRIBUTION OF ASSETS . . . . . . . . . . . . . 27

9.1 Winding Up the Partnership . . . . . . . . . . . . . . . . . . . 27
9.2 Gains or Losses in Process of Liquidation. . . . . . . . . . . . 28
9.3 Waiver of Rights to Court Decree
of Dissolution . . . . . . . . . . . . . . . . . . . . . . . . 28
9.4 Return of Capital. . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE 10

MEETINGS OF PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . . 29

10.1 Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 11

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

11.1 Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.2 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.3 Counterparts; Signature Pages . . . . . . . . . . . . . . . . . 30
11.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 30
11.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
11.6 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . 31
11.7 Successors and Assigns . . . . . . . . . . . . . . . . . . . . 31
11.8 Authorization; Power of Attorney . . . . . . . . . . . . . . . 32

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IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

AGREEMENT OF LIMITED PARTNERSHIP
--------------------------------

AGREEMENT made this 30th day of December, 1982, by and between ALZA
DEVELOPMENT CORPORATION, a California corporation ("General Partner") and
Mary M. Roensch (the "Initial Class A Limited Partner" who, together with
those parties who shall hereafter be admitted as additional or substituted
Class A Limited Partners pursuant to the terms hereof, collectively shall be
called the "Class A Limited Partners"). The Class A Limited Partners,
together with the entity who hereafter shall be admitted as a Class B Limited
Partner (the "Class B Limited Partner") collectively shall be called "Limited
Partners". The Limited Partners, together with the General Partner,
collectively shall be called "Partners".

In consideration of the mutual promises and covenant contained herein,
the parties hereto agree as follows:

ARTICLE 1

GENERAL PROVISIONS

1.1 FORMATION. The General Partner and the Initial Class A Limited
Partner hereby form with each other a limited partnership (the "Partnership")
pursuant to the provisions of the California Uniform Limited Partnership Act
(the "Act").

The Partnership shall continue without interruption as a limited partnership
under the provisions of the Act after the admission of additional Class A
Limited Partners and the Class B Limited Partner pursuant to the provisions
of Section 2.4 hereof and the withdrawal from the Partnership of the Initial
Class A Limited Partner.

1.2 NAME. The Partnership shall operate under the name of "ALZA TTS
Research Partners, Ltd."; provided, however, that the business of the
Partnership may be conducted, upon compliance with all applicable laws, under
any other name designated by the General Partner.

1.3 TERM. The Partnership shall commence on the date of the recording of
a Certificate of Limited Partnership in the Office of the Recorder of Santa
Clara County, and shall continue until January 31, 2004, unless earlier
terminated pursuant to the provisions of this Agreement.

1.4 PARTNERSHIP BUSINESS. The Partnership is formed (i) to develop,
obtain regulatory approval for, license, manufacture and market
pharmaceutical products combining transdermal therapeutic systems technology
with selected drug compounds and (ii) to engage in any lawful business
incidental thereto.

1.5 PRINCIPAL PLACE OF BUSINESS. The principal place of business of the
Partnership shall be 950 Page Mill Road, Palo Alto, California 94304 or such
other place as the General Partner shall from time to time designate.

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ARTICLE 2

CAPITAL CONTRIBUTIONS

2.1 CAPITALIZATION. The minimum capitalization of the Partnership for
commencement of its business shall be $12,373,737 and the maximum
capitalization of the Partnership shall be $16,919,192.

2.2 PARTNERS; AMOUNT OF AGREED CAPITAL CONTRIBUTIONS. The capital
contributions to be made to the Partnership (the "Agreed Capital
Contributions") shall be as follows:

(a) The name, address and Agreed Capital Contribution of the General
Partner are set forth on Schedule A hereto, as amended from time to time. In
addition to its Agreed Capital Contribution, the General Partner shall
contribute additional capital to the Partnership, if necessary, so that the
General Partner's total Agreed Capital Contribution as general partner at all
times shall equal 1% of the aggregate contributions to capital of all
Partners.

(b) The name, place of residence and Agreed Capital Contribution of the
Initial Class A Limited Partner are set forth on Schedule A hereto, as
amended from time to time. Upon the admission of any additional Class A
Limited Partner pursuant to Section 2.4 hereof, the Initial Class A Limited
Partner shall withdraw from the Partnership and shall be entitled to receive
forthwith the return of her Agreed Capital Contribution, without interest or
deduction.

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2.3 ADDITIONAL PARTNERS.

(a) The General Partner is authorized to admit additional Class A
Limited Partners if, after the admission of such additional Class A Limited
Partners, the aggregate Agreed Capital Contribution of all the Class A
Limited Partners would not be less than $12,000,000 nor more than $16,000,000
(excluding the Agreed Capital Contribution of the Initial Limited Partner).
The manner of the offering of the additional Class A Limited Partnership
interests, the terms and conditions under which subscriptions for such
interests will be accepted, the manner of and conditions to the sale of such
interests to subscribers therefor and the admission of such subscribers as
additional Class A Limited Partners shall be in all material respects as
provided in the prospectus (the "Prospectus") contained in the Registration
Statement filed with the Securities and Exchange Commission for the
registration under the Securities Act of 1933, as amended, of the Class A
Limited Partnership interests and shall be subject to the provisions thereof.
Upon the admission of any additional Class A Limited Partners, the names,
places of residence and Agreed Capital Contributions of the additional Class
A Limited Partners shall be set forth on Schedule A, as amended from time to
time, and each such additional Class A Limited Partner shall execute a
signature page of this Agreement, which shall be deemed to be a counterpart
of this Agreement.

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(b) The General Partner is authorized to admit Stada Arzneimittel AG as
a Class B Limited Partner if it agrees to make an Agreed Capital Contribution
of $750,000. Upon the admission of the Class B Limited Partner, its name,
address and Agreed Capital Contribution shall be set forth on Schedule A
hereto, as amended from time to time, and such Class B Limited Partner shall
execute a signature page of this Agreement. The Agreed Capital Contribution
of the Class B Limited Partner shall be payable one-third on the date of its
admission to the Partnership, one-third one year from such date, and
one-third two years from such date. No interest shall be payable by the
Class B Limited Partner with respect to any installment of its Agreed Capital
Contribution that is paid when due.

2.4 ADDITIONAL CAPITAL CONTRIBUTIONS NOT REQUIRED. The Partnership
interests of the Partners are nonassessable. Except as provided in Section
2.2(a) hereof with respect to the General Partner, no additional
contributions to capital shall be required.

2.5 NO INTEREST ON CAPITAL. No interest shall be paid on contributions to
the capital of the Partnership.

2.6 NO WITHDRAWAL OF CAPITAL. Except as provided in Section 2.2(b) and
Article 9 hereof, no Partner shall have the right to withdraw such Partner's
capital contribution.

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2.7 NO VOLUNTARY CAPITAL CONTRIBUTIONS. No Partner shall have the right
to make voluntary contributions to the capital of the Partnership.

2.8 GENERAL PARTNER AS LIMITED PARTNER. The General Partner also may be
a Limited Partner to the extent that it purchases or becomes the transferee
of all or any part of the Partnership interest of a Limited Partner. The
General Partner's Agreed Capital Contribution pursuant to Section 2.2(a)
hereof shall be made solely in its capacity as General Partner and, except as
provided in Section 6.7 hereof, shall not entitle the General Partner to any
rights as a Limited Partner.

ARTICLE 3

DISTRIBUTIONS, PROFITS AND LOSSES

3.1 CAPITAL ACCOUNTS. A "Capital Account" shall be maintained for each
Partner, which shall consist of the Partner's Agreed Capital Contribution,
increased by the Partner's allocable share of Partnership net income and by
any additional capital contributions of the Partner and decreased by the
Partner's allocable share of Partnership net losses and by the amount of any
distributions to the Partner.

3.2 PARTNERSHIP CAPITAL PERCENTAGE. The "Partnership Capital
Percentage" of each Partner shall be that proportion (expressed as a
percentage) that the amount of the Partner's Agreed Capital Contribution
bears to the total of all Partners' Agreed Capital Contributions.

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3.3 ALLOCATION OF INCOME AND LOSSES. All income and losses of the
Partnership shall be allocated as follows:

(a) Any net losses of the Partnership shall be allocated as follows: (i)
first, 99% to the Class A Limited Partners as a group (provided that no such
allocation shall reduce any Class A Limited Partner's Capital Account below
zero) and 1% to the General Partner; (ii) then, if the Capital Accounts of
all of the Class A Limited Partners have been reduced to zero, 99% to the
Class B Limited Partner (provided that no such allocation shall reduce the
Class B Limited Partner's Capital Account below zero) and 1% to the General
Partner; and (iii) thereafter, if the Capital Account of the Class B Limited
Partner has been reduced to zero, 100% to the General Partner. Among the
Class A Limited Partners, all net losses shall be allocated in proportion to
their respective Partnership Capital Percentages.

(b) Net income of the Partnership shall be allocated as follows: (i)
first, to the Partners to the extent of, in proportion to and in the inverse
order of net losses previously allocated pursuant to Section 3.3(a) hereof
and (ii) thereafter, to all Partners in proportion to their respective
Partnership Capital Percentages.

3.4 DISTRIBUTIONS TO PARTNERS. As soon as practicable after the close of
each calendar quarter, the General Partner shall distribute Excess Cash to
the Partners in proportion to

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their respective Partnership Capital Percentages. The term "Excess Cash" as
used herein, with respect to any quarter shall mean all cash funds received
by the Partnership in such quarter, other than Agreed Capital Contributions
and interest or other income earned on temporary investments thereof, less
the sum of (i) all amounts expended during such quarter by the General Partner
in the conduct of the Partnership's business and (ii) such working capital or
other reserves or amounts as the General Partner determines in its sole
discretion are necessary or appropriate for Partnership operations and
obligations.

ARTICLE 4

ADMINISTRATIVE PROVISIONS

4.1 CONTROL. Except as expressly provided herein, the General Partner
shall have exclusive control over the management, operation and policies of
the Partnership. The General Partner shall have all of the rights and powers
of a general partner as provided in the Act. The Limited Partners shall not
participate in the management of the business of the Partnership.

4.2 POWERS OF GENERAL PARTNER.

(a) Without limiting the provisions of Section 4.1 hereof, the General
Partner hereby is authorized, in carrying on the business of the Partnership:

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(i) to negotiate, enter into and execute contracts, licenses, joint
venture agreements and leases and incur obligations for and on behalf of the
Partnership;

(ii) to borrow monies for and on behalf of Partnership necessary or
desirable for Partnership operations, upon such terms and conditions as it
may deem advisable and proper, and to pledge the credit and mortgage or
otherwise encumber the assets of the Partnership for such purposes; provided,
however, that the Partnership may not, without amending this Agreement, have
outstanding at any one time in excess of $100,000 in principal amount of such
borrowings;

(iii) to acquire and sell real and personal property on behalf of the
Partnership upon such terms as the General Partner deems advisable;

(iv) to select depositories for the cash funds of the Partnership and to
designate signatures for the accounts in such depositories;

(v) to employ (and terminate the employment of) such persons, firms or
corporations on behalf of the Partnership as, in its sole discretion, the
General Partner shall deem advisable for the proper operation of the
Partnership business including, without limitation, consultants, lawyers and
accountants. The fact that the General Partner or any of its affiliates is
employed by or

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employs, or is directly or indirectly affiliated with, any such Person, firm
or corporation, shall not prohibit the General Partner from employing or
otherwise dealing with such person, firm or corporation;

(vi) to the extent that funds of the Partnership are, in the General
Partner's discretion, not immediately necessary to the conduct of the
Partnership's business, to invest temporarily such funds in cash, cash
equivalents and United States government securities;

(vii) to prosecute, protect and defend all patents, patent rights, trade
names, trademarks and service marks, and all applications with respect
thereto that may be held by the Partnership;

(viii) to prepay, in whole or in part, refinance, modify or extend any
agreement or promissory note, or any lease, mortgage or deed of trust
affecting property owned by the Partnership, and in connection therewith to
execute for and on behalf of the Partnership any and all extensions, renewals
and modifications of such instruments; and

(ix) to take any other actions incidental to any of the foregoing or to
the purposes of the Partnership.

The General Partner shall use its best efforts to cause the Partnership to be
formed, qualified or registered under assumed

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or fictitious name statutes or similar laws in any state in which the
Partnership owns property or transacts business, if such formation,
qualification or registration is necessary to protect the limited liability
of the Limited Partners or to permit the Partnership lawfully to own property
or to transact business in such state.

(b) No person shall be required to determine the General Partner's
authority to act on behalf of the Partnership.

(c) The General Partner shall, on the first federal income tax return of
the Partnership, treat research or experimentation expenditures of the
Partnership as deductible under Section 174 of the Internal Revenue Code of
1954, as amended, when paid or incurred; and the General Partner is
authorized, in its discretion, to make or decline to make any other elections
which may be made for federal or state tax purposes.

4.3 TIME DEVOTED BY THE GENERAL PARTNER; CONTRACTS WITH THE GENERAL
PARTNER.

(a) The General Partner shall devote such time as is reasonably
necessary to the conduct of the business of the Partnership. The General
Partner shall manage the affairs of the Partnership to the best of its
ability, and the General Partner shall use its best efforts to carry out the
purposes of the Partnership for the benefit of all Partners.

(b) The General Partner and any Limited Partner may engage in or possess
an interest in other business ventures

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of every nature and description, independently or with others, whether such
ventures are competitive with the Partnership or otherwise, and neither the
Partnership nor any Partner shall have any right by virtue of this Agreement
in or to such independent ventures or to the income or profits therefrom.

(c) The General Partner may, on behalf of the Partnership, enter into
contracts or other agreements including, without limitation, the contracts
set forth on Schedule I hereto, with the General Partner or any entity
directly or indirectly related to or affiliated with the General Partner.

4.4 NET WORTH; LIABILITY; INDEMNIFICATION.

(a) The General Partner shall be entitled to reimbursement from the
Partnership for all properly incurred Partnership expenses or obligations
paid by the General Partner out of its own funds including, without
limitation, amounts expended prior to the admission of additional Class A
Limited Partners.

(b) The General Partner represents that it presently does, and agrees
that it will, at all times during the term of the Partnership, (a) maintain a
net worth (computed without regard to the General Partner's interest in the
Partnership and in any other limited partnerships) equal to at least 10% of
(i) the aggregate capital contributions of the Partners and (ii) the
aggregate capital contributions of all partners to all other limited
partnerships in which the General

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Partner is the sole general partner and (b) meet all other criteria set forth
in Revenue Procedures 72-13 and 74-17 of the Internal Revenue Service with
respect to its ruling policy on the status of limited partnerships, unless
and until the General Partner has been advised by counsel that the foregoing
are not relevant to the classification of the Partnership as a partnership
for federal income tax purposes.

(c) Neither the General Partner nor any of its officers, directors,
employees or agents shall be liable to the Partnership or any Limited
Partners for any action or inaction of the General Partner in connection with
the business or affairs of the Partnership, so long as the person against
whom liability is asserted acted in good faith on behalf of the Partnership
and in a manner reasonably believed by such person to be in the best
interests of the Partnership, but only if such course of conduct does not
constitute gross negligence or willful misconduct. The General Partner and
its affiliates, officers, directors and agents shall be indemnified and held
harmless by the Partnership for any liability or loss suffered by them solely
by virtue of the performance by any of them of the duties of the General
Partner acting as general partner in connection with the Partnership's
business, so long as such indemnified person acted in good faith on behalf of
the Partnership and in a manner reasonably believed by such person to be in
the best interests of the Partnership, but only if

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such course of conduct does not constitute negligence or misconduct; provided
that such indemnification or agreement to hold harmless shall only be
recoverable out of assets of the partnership and not from the Limited
Partners.

4.5 LIMITED PARTNERS.

(a) The Limited Partners shall not take part in the management of the
Partnership business or transact any business for the Partnership, shall have
no power to sign for or to bind the Partnership, and shall not be personally
liable for any of the debts or obligations of the Partnership beyond the
amount of capital contributed by them to the Partnership, except as may be
required by applicable law; provided, however, that the Limited Partners
shall have the power to vote upon the following Partnership matters affecting
the basic structure of the Partnership, each of which shall require the
affirmative vote or written consent of the Limited Partners holding a
majority of the Partnership Capital Percentages of all Limited Partners as a
group:

(i) if and to the extent permitted by law, continuation of the
Partnership after a Terminating Event as defined in Section 8.2;

(ii) acceptance of resignation of General Partner;

(iii) election of a new General Partner after the occurrence of a
Terminating Event;

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(iv) sale of all or substantially all of the assets of the Partnership
other than as provided for in any of the contracts set forth on Schedule I
hereto;

(v) approval of sale of the Partnership Interest of the General
Partner;

(vi) removal of a General Partner;

(vii) termination of the Partnership other than by a Terminating Event
or the expiration of its term, but only after all of the Agreed Capital
Contributions (and interest and other income earned on temporary investments
thereof) have been expended; and

(viii) amendment of this Agreement.

Upon the approval of any of the foregoing Partnership matters pursuant to
this Section 4.5, the General Partner automatically shall be authorized and
directed to conclude any transaction so approved, and all Partners, including
any Limited Partners who may have been opposed to any such transaction, shall
be bound to conclude the transaction and to execute such documents and do
such things in furtherance thereof as the General Partner deems necessary or
convenient. A copy of each amendment shall be sent to each Limited Partner.

(b) Each Limited Partner shall provide to the Partnership prompt written
notice of any change of such Limited Partner's address from that set forth on
Schedule A hereto, and the General Partner may amend Schedule A to reflect
such change of address.

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4.6 CLASS B LIMITED PARTNER'S RIGHT TO CONSULT. The Class B Limited
Partner shall have the right to consult with the General Partner with respect
to any products to be developed by the partnership. This role shall be
advisory in nature and shall not in any way limit the power of the General
Partner under this Agreement.

ARTICLE 5

ACCOUNTING AND REPORTS

5.1 BOOKS AND RECORDS. The General Partner shall maintain proper and
complete books of account of the business of the Partnership, which shall be
open to inspection by any Partner, or such Partner's duly authorized
representative, at the Partnership's principal place of business upon
reasonable notice and for a proper purpose at all reasonable times during
normal business hours. The Partnership shall employ a firm of certified
public accountants, selected by the General Partner, to review its books
annually.

5.2 FISCAL YEAR. The fiscal year of the Partnership shall be the
calendar year.

5.3 ACCOUNTING METHOD. The books of the Partnership shall be maintained
on the cash basis of accounting.

5.4 REPORTS. (a) Within 75 days after the end of each year, the General
Partner shall notify in writing each Person who was a Partner at any time
during the year of such

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person's distributive share of the Partnership's net income and net losses
for such year and all other Partnership information necessary for the
preparation of such person's federal income tax returns. Within 90 days
after the end of each year, the General Partner shall furnish to each Partner
an annual report containing (i) financial statements of the Partnership
including, without limitation, a balance sheet and statements of income and
changes in financial position for such year, prepared in accordance with
generally accepted accounting principles and accompanied by a report of the
Partnership's certified public accountants and (ii) a general description of
the activities of the Partnership during the period covered by the report and
(iii) a description of any material transactions between the Partnership and
the General Partner or any of its affiliates.

(b) Within 60 days after the end of each calendar quarter (other than
the last fiscal quarter of any year) prior to the termination of this
Agreement, the General Partner shall furnish to each Partner a report
containing a balance sheet and an income statement for such quarterly period,
each of which will be prepared in accordance with generally accepted
accounting principles but which may be unaudited. The report also shall
contain a description of any material events concerning the business of the
Partnership that occurred during such fiscal quarter.

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all of the Partners reports equivalent to those furnished after the close of
each year, and a report showing the amount realized upon disposition of the
Partnership assets.

5.5 TAX RETURNS AND OTHER REPORTS. The General Partner shall cause
income tax returns of the Partnership to be prepared and timely filed with
the appropriate taxing authorities. The General Partner shall prepare and
file with appropriate state authorities any reports required to be filed by
such state authorities, and also shall prepare and file with the Securities
and Exchange Commission any reports required to be filed with such commission.

ARTICLE 6

TRANSFERS AND OTHER DISPOSITIONS
OF PARTNERSHIP INTERESTS

6.1 TRANSFER OF INTERESTS. The Partnership Interest of a Partner shall
not be sold, assigned, transferred or encumbered, except as provided in this
Agreement. A Partner's "Interest" shall refer to the entire ownership
interest of the Partner in the Partnership, including the right of such
Partner to any and all benefits to which such Partner may be entitled as
provided in this Agreement, together with the obligations of such Partner to
comply with all of the terms hereof. Any purported transfer or assignment
made other than in accordance with this Agreement shall be null and void and
of no force and effect, at the option of the General Partner. No transfer

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or assignment to a minor (except in trust or pursuant to the Uniform Gifts to
Minors Act) Shall be effective.

6.2 DEATH OR INCOMPETENCE OF CLASS A LIMITED PARTNER. Subject to the
provisions of Sections 6.4 and 6.5 and the General Partner's option described
in Article 7, the personal representative or other successor of a deceased or
incompetent Class A limited Partner shall succeed to the Interest of a Class
A Limited Partner after such representative or successor shall have submitted
to the General Partner certified copies of court orders, or other evidence
satisfactory to the General Partner, establishing such incompetence or death
and the authority of such personal representative or successor; however, such
representative or successor shall not become a substituted Limited Partner
without the consent of the General Partner, which consent may be withheld in
the absolute discretion of the General Partner.

6.3 SALE OR TRANSFER OF INTEREST OF A LIMITED PARTNER.

(a) Subject to any restrictions on transferability required by law, the
provisions of Sections 6.4 and 6.5 hereof and the General Partner's option
described in Article 7 hereof, any Limited Partner may assign or otherwise
transfer such Limited Partner's Interest in the Partnership, provided:

(i) the transfer of a Class A Limited Partner's Interest is in an
increment of $5,000 of Agreed Capital Contribution, and the transfer by the
Class B Limited Partner is of its entire Interest;

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(ii) with respect to a Class A Limited Partner's Interest, the assignee
or transferee meets all requirements set forth in the Prospectus applicable
to additional Class A Limited Partners;

(iii) the General Partner consents in writing to such assignment or
transfer, which consent shall be withheld and may only be withheld if such
assignment or transfer (a) does not satisfy subparagraph (ii) above, (b)
would jeopardize the status of the Partnership for federal income tax
purposes, or (c) would violate, or cause the Partnership to violate, any
applicable law or governmental rule or regulation, including without
limitation, any applicable federal or state securities law;

(iv) if requested by the General Partner, an opinion from counsel for
the Partnership is delivered to the General Partner stating that, in the
opinion of such counsel, such transfer or assignment will not violate or
cause the Partnership to violate, any applicable law or governmental rule or
regulation including, without limitation, any applicable federal or state
securities law;

(v) the full Agreed Capital Contribution of the assignor or transferor
has been paid; and

(vi) prior to the transfer or assignment, the assignor or transferor
reimburses the General Partner and the Partnership for their expenses,
including

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attorneys' fees, incurred in connection with the transfer or assignment.

In the event of any such assignment or transfer, such Limited Partner's
assignee or transferee shall be allocated the same Percentage of net income
and net losses that the transferring Limited Partner would have been
allocated had no such assignment or transfer been made; however, such
assignee or transferee shall not become a substituted Limited Partner without
the consent of the General Partner, which consent may be withheld in the
absolute discretion of the General Partner.

(b) Each Limited Partner shall indemnify and hold harmless the
Partnership, the General Partner and any Limited Partner who was or is a
party to, or is threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding of any kind whatsoever, by reason of or
arising from any actual or alleged misrepresentation or misstatement of facts
or omission to state facts made or omitted to be made by such Limited Partner
in connection with any assignment, transfer, encumbrance or other disposition
of all or any part of an Interest in the Partnership, or the admission of a
substituted Limited Partner to the Partnership, against expenses for which
the Partnership, the General Partner or any such Limited Partner has not
otherwise been reimbursed including, without limitation, reasonable
attorneys' fees, judgments, fines and amounts paid in settlement, actually
and reasonably incurred in connection with such action, suit or proceeding.

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6.4 ASSIGNEE OF TRANSFEREE BOUND BY THIS AGREEMENT. The assignee or
transferee of any Limited Partner's Interest shall be subject to all the
terms, conditions, restrictions and obligations of this Agreement. No
transfer or assignment shall be recognized until and unless the transferee or
assignee shall have so acknowledged in writing to the General Partner in a
manner and form reasonably satisfactory to the General Partner.

6.5 EFFECTIVE DATE OF TRANSFER. Any assignment which is permitted
hereunder shall be effective as of the close of the calendar month during
which all required documentation is received by the General Partner. In
addition to the conditions set forth above, an assignee, transferee, heir or
legatee of a Limited Partner (to the extent of the Interest acquired from the
Limited Partner) shall become a substituted Limited Partner as that term is
used in the Act only upon the consent of the General Partner and upon the
recording of an amended Certificate of Limited Partnership, if required under
the Act.

6.6 NONTRANSFERABILITY OF INTEREST OF A GENERAL PARTNER. The General
Partner shall not voluntarily resign or withdraw from the Partnership as
General Partner without (i) obtaining the affirmative vote or written consent
of the Limited Partners holding a majority of the Partnership Capital
Percentages of all Limited Partners, (ii) providing at least one successor
general partner (to whom the resigning General

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Partner shall assign its Interest as General Partner in the Partnership)
satisfactory to Limited Partners holding a majority of the Partnership
Capital Percentages of all Limited Partners, and (iii) delivering to the
Partnership an opinion of the Partnership's counsel that such resignation or
withdrawal will not subject the Partnership to federal income taxation as an
association taxable as a corporation. Notwithstanding anything in this
Agreement to the contrary, if the General Partner resigns or withdraws from
the Partnership in a manner contrary to the foregoing, (i) its then existing
capital account automatically shall be converted into a capital account which
is subordinated to all debts and obligations of the Partnership and which
shall be due and payable only upon termination of the Partnership and (ii)
the General Partner shall not be entitled thereafter to share in any profits
or losses of the Partnership or receive any distributions from the
Partnership other than on liquidation. In the event of the resignation or
withdrawal by the General Partner, the Limited Partners shall elect whether
to carry on the business of the Partnership with one or more substituted
general partners.

6.7 REMOVAL OR BANKRUPTCY OF GENERAL PARTNER. If the General Partner is
removed or becomes bankrupt, and the Partnership is not terminated, the
General Partner's Interest shall be converted into a Class A Limited
Partnership Interest with an equal Capital Account balance and equal

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Partnership Capital Percentage, as though an additional Class A Limited
Partner had been admitted to the Partnership.

ARTICLE 7

PURCHASE OPTION

7.1 GRANT OF OPTION. Each Limited Partner hereby grants to the General
Partner an irrevocable option to purchase all of such Limited Partner's
Interest in the Partnership (the "Purchase Option").

7.2 TIME FOR EXERCISE. The Purchase Option may be exercised at any time
during the period commencing on January 1, 1987 and expiring upon the
dissolution of the Partnership. The Purchase option with respect to any
Limited Partner's Interest may be exercised only if the Purchase Option is
exercised as to all Limited Partners' Interests.

7.3 MANNER OF EXERCISE. The General Partner may exercise the Purchase
Option only by a notice of exercise to the Partnership and each Limited
Partner (or his assignee or transferee), which notice shall specify a date
(the "Closing Date"), no later than 30 days after the date of the notice,
upon which the General Partner desires to consummate the purchase of the
Limited Partners' Interests.

7.4 PURCHASE PRICE; PAYMENT. If the Agreed Capital Contributions of all
Limited Partners are $16,750,000, the aggregate purchase price for the
Limited Partners' Interests will be as follows:

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If Exercised During Lump Sum Payment
------------------- ----------------
calendar year 1987 $60,000,000
calendar year 1988 $90,000,000
calendar year 1989 and thereafter $120,000,000

less, in each case, an amount equal to all Excess Cash distributed to the
Limited Partners by the Partnership; provided, however, that the lump sum
payment to be made by the General partner upon any exercise after December
31, 1989 shall in no event be less than $50,000,000. Notwithstanding the
foregoing, if the Agreed Capital Contributions of all Limited Partners are
less than $16,750,000, each of the amounts set forth above shall be reduced
proportionately. On the Closing Date, the General Partner will forward to
each Limited Partner, by check, in United States dollars, such Limited
Partner's proportionate share of the purchase price paid, based on such
Limited Partner's Partnership Capital Percentage.

7.5 TRANSFER OF TITLE. On the Closing Date, upon payment by the General
Partner of the purchase price, title to all of the Limited Partners'
Interests automatically will be transferred to the General Partner without
the necessity of any action an the part of any Limited Partner.

7.6 RIGHTS OF ALZA DEVELOPMENT CORPORATION. Notwithstanding anything
else contained in this Agreement or any amendment of this Agreement, ALZA
Development Corporation shall retain the right to exercise the Purchase
Option even if it is no longer a general partner of the Partnership.

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ARTICLE 8

TERMINATION

8.1 TERMINATION. The Partnership shall terminate upon the earliest of
the following events to occur:

(a) January 31, 2004;

(b) the occurrence of a Terminating Event without the appointment of a
successor general partner, as provided in Section 8.2;

(d) a sale (by means other than the entering into one or more license
agreements) by the Partnership of all or substantially all of its assets,
unless the Partnership is continued by the vote or written consent of the
Limited Partners as provided in Section 4.5.

8.2 TERMINATING EVENT. Upon the resignation, removal, withdrawal or
bankruptcy of the General Partner ("Terminating Event"), the Partnership
shall terminate unless the Limited Partners shall, within 90 days after the
occurrence of the Terminating Event, elect a successor general partner by the
vote required in Section 4.5.

8.3 RIGHT TO DISSOLVE THE PARTNERSHIP. Except as provided in this
Article 8, no Partner shall have the right to cause the dissolution of the
Partnership before the expiration of the term for which it is formed.

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ARTICLE 9

DISSOLUTION AND FINAL
DISTRIBUTION OF ASSETS

9.1 WINDING UP THE PARTNERSHIP. If the Partnership terminates, the
Partnership immediately shall commence to wind up its affairs. The assets of
the Partnership shall be applied in the following order:

(a) Payment to creditors of the Partnership, other than
Partners, in the order of priority provided by law. In the
discretion of the General Partner, reserves may be established
to meet any contingent obligations or liabilities and, if and
when such contingencies shall cease to exist, any remaining
assets in such reserves shall be distributed as provided in
this Section 9.1.

(b) Payment to each Limited Partner of any credit balance
in such Limited Partner's Capital Account.

(c) Payment to the General Partner of any credit balance
in its Capital Account or payment to the Limited Partners, in
proportion to their Partnership Capital Percentages, of the
total amount of any debit balance in the General Partner's
Capital Account.

(d) Payment to the Partners of any remaining assets in
proportion to their respective Partnership Capital Percentages.

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A Limited Partner may, but shall not have the right to, receive property
other than cash in return for such Limited Partner's capital contribution.

9.2 GAINS OR LOSSES IN PROCESS OF LIQUIDATION. Any gain or loss on
disposition of Partnership properties in the process of liquidation shall be
credited or charged to the Partners in the proportion of their interests in
profits or losses as specified in Section 3.3. Any property distributed in
kind in the liquidation shall be valued and treated as though the property
were sold and the cash proceeds were distributed. The difference between the
value of the property distributed in kind and its book value shall be treated
as gain or loss on sale of the property and shall be credited or charged to
the Partners in the proportions of their interests in income or losses as
specified in Section 3.3.

9.3. WAIVER OF RIGHTS TO COURT DECREE OF DISSOLUTION. The parties agree
that irreparable damage would be done to the goodwill and reputation of the
Partnership if any Partner should bring an action in court to dissolve the
Partnership. Care has been taken in this Agreement to provide for fair and
just Payment in liquidation of the interests of all Partners. Accordingly,
each party hereby waives and renounces his right to seek a court decree of
dissolution or the appointment by the court of a liquidator for the
Partnership.

9.4 RETURN OF CAPITAL. Except as provided in this Article 9, no Partner
shall have the right to demand return of

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the partner's Agreed Capital Contribution or distribution of any of the
assets or income of the Partnership. Each Partner shall look solely to the
assets of the Partnership for the return of the Partner's Agreed Capital
Contribution; and, if the Partnership property remaining after the payment or
discharge of its debts, liabilities or distributions is insufficient to
return the Agreed Capital Contributions, the Partners shall have no recourse
against the General Partner or any Limited Partner, except as provided in
Section 4.4(c).

ARTICLE 10

MEETINGS OF PARTNERS

10.1 MEETINGS. Meetings of the Partnership may be called by the General
Partner, or by Limited Partners holding more than ten percent of the
Partnership Capital Percentages of all Partners, for matters upon which the
Partners may vote as set forth in this Agreement. A list of the names and
addresses of all Limited Partners shall be maintained as part of the books
and records of the Partnership and shall be made available on request to the
Limited Partners or their representatives at the requesting Partner's cost.
Within ten days after receipt of a written request for a meeting stating the
purpose of the meeting, the General Partner shall provide all Partners with a
written notice setting forth (i) a date, not less than 15 nor more than 60
days after the date of the notice, on which the meeting will

-29-

be held, (ii) the purpose of the meeting and (iii) the time and place of the
meeting. In lieu of a meeting, the General Partner may submit proposed
amendments to this Agreement to the Limited Partners for action by their
written consent.

ARTICLE 11

MISCELLANEOUS

11.1 COSTS. The Partnership shall assume and pay all obligations and
all reasonable costs and fees in connection with the organization of the
Partnership and shall bear all expenses properly chargeable to the
administration or operation of the Partnership or its business, the
protection of Partnership assets or the carrying out of this Agreement or the
purposes of the Partnership.

11.2 HEADINGS. Headings are inserted in this Agreement for convenience
only and shall not be referred to in the interpretation of this Agreement.

11.3 COUNTERPARTS; SIGNATURE PAGES. This Agreement may be executed in
counterparts each of which shall be deemed an original but all of which
together shall constitute one and the same Agreement. Any Partner executing
a signature page of this Agreement shall be deemed to have executed a
counterpart hereof.

11.4 ENTIRE AGREEMENT. This Agreement comprises the entire agreement
between the parties hereto relating to the

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rights and obligations of the General Partner and Limited Partners,
respectively.

11.5 NOTICES. Any notice, request or other communication shall be in
writing and shall be deemed duly given if personally delivered or if mailed
by registered or certified mail if in the United States and air mail if
outside the United States, return receipt requested (in the United States),
postage prepaid, to the Partnership at its principal place of business and to
any Partner at the address shown from time to time on Schedule A. The
Partnership or any Partner may change the address to which notice may be
given or any other communication sent by serving notice of such change of
address upon the Partnership (or upon the other Partners if the Partnership
is the one giving notice) in the manner herein specified. Any notice given
in conformity with this Section 11.5 shall be effective when delivered, if
delivered personally, and five days after mailing, if mailed.

11.6 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California as applied between
residents of that state entering into contracts wholly to be performed in
that state.

11.7 SUCCESSORS AND ASSIGNS. Except as herein provided to the contrary,
this Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective heirs, administrators, executors, distributees,
successors and permitted assigns.

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11.8 AUTHORIZATION; POWER OF ATTORNEY. Each of the Limited Partners
irrevocably constitutes and appoints ALZA Development Corporation, the
General Partner of ALZA TTS Research Partners, Ltd., with full power of
substitution, the true and lawful attorney for such Limited Partner and in
such Limited Partner's name, place and stead to make, execute, sign,
acknowledge, swear to, deliver, record and file any documents or instruments
which may be considered necessary or desirable by the General Partner to
carry out fully the provisions of this Agreement including, without
limitation, (i) an amendment or amendments of this Agreement and the
Certificate of Limited Partnership of the Partnership for the purpose of
adding such Limited Partner and other persons as Limited Partners of the
Partnership as contemplated by this Agreement, (ii) other amendments of this
Agreement and the Certificate of Limited Partnership or cancellation of the
same and (iii) documents necessary or desirable for the consummation of the
purchase of the Limited Partners' interests under the Purchase Option. The
power of attorney hereby granted shall be deemed to be coupled with an
interest, shall be irrevocable and shall survive the death, incapacity,
insolvency, dissolution or termination of

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such Limited Partner or any transfer or assignment of all or any portion of
such Limited Partner's Interest.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

General Partner: Initial Class A Limited
Partner:

ALZA DEVELOPMENT CORPORATION

By /s/ Peter F. Carpenter /s/ Mary M. Roensch
------------------------------ --------------------------
Peter F. Carpenter, President Mary M. Roensch

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Schedule I

Research and Development Agreement dated December 30, 1982 between ALZA TTS
Research Partners, Ltd. and ALZA Corporation.

Technology License Agreement dated December 30, 1982 between ALZA TTS
Research Partners, Ltd. and ALZA Corporation

Option Agreement dated December 30, 1982 between ALZA TTS Research Partners,
Ltd. and ALZA Corporation

Distribution Agreement dated as of December 30, 1982 among ALZA TTS Research
Partners, Ltd., ALZA Corporation and Stada Arzneimittel AG

SCHEDULE A

Class of Agreed Capital
Name Partner Address Contribution
- ----- -------- ------- --------------

ALZA General 950 Page Mill Road 1% of the aggregate capital
Development Partner Palo Alto, CA 94304 contributions of all
Corporation Attention: President Partners

Mary M. Class A 2178 Spanishgate $990
Roensch Limited Court
Partner San Jose, CA 95132