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MASTER RESTRUCTURING AGREEMENT

MASTER RESTRUCTURING AGREEMENT, dated as of June 19, 1998, between ASTRA AB, a company limited by shares organized and existing under the laws of Sweden ("KB"), MERCK& CO., INC., a New Jersey corporation ("TR"), ASTRA MERCK INC., a Delaware corporation ("KBI"), ASTRA USA, INC., a New York corporation and an indirect wholly-owned subsidiary of KB ("KB USA"), KB USA, L. P., a Delaware limited partnership of which KBIs the general partner and KB USA is the limited partner ("KBLP"), ASTRA MERCK ENTERPRISES INC., a Delaware corporation and a direct wholly-owned subsidiary of KBI ("KBI-E"), KBI SUB INC., a Delaware corporation and a direct wholly-owned subsidiary of KBI ("KBI Sub"), MERCK HOLDINGS, INC., a Delaware corporation and a direct wholly-owned subsidiary of TR ("TR Holdings"), and ASTRA PHARMACEUTICALS, L. P. (f/k/a KB Operating, L. P.), a Delaware limited partnership (the "Partnership").

WITNESSETH:

WHEREAS, KB and TR Holdings own all the outstanding shares of KBI;

WHEREAS, in the case of KB, such shares constitute (i) 50,000 shares of Class A Common Stock, par value$.01 per share ("Class A Common Stock"); (ii) one (1) share of Class C Common Stock, par value$.01 per share ("Class C Common Stock"); (iii) 187,500 shares of Class A Non-Voting Preferred Stock, par value$12,160 per share ("Class A Preferred Stock"); and (iv) 12,500 shares of Class C Voting Preferred Stock, par value$9,600 per share ("Class C Preferred Stock");

WHEREAS, in the case of TR Holdings, such shares constitute (i)50,000 shares of Class B Common Stock, par value$.01 per share ("Class B Common Stock"); (ii) 187,500 shares of Class B Non-Voting Preferred Stock, par value$12,160 per share ("Class B Preferred Stock"); and (iii) 12,500 shares of Class D Voting Preferred Stock, par value$9,600 per share ("Class D Preferred Stock");

WHEREAS, KBI is a joint venture of KB and TR formed pursuant to that certain Agreement dated as of July 12, 1982, among TR, KB, KB USA and KBI, as amended by the Transfer Consummation Agreement dated as of November 1, 1994, among TR, KB, and KBI (such agreement, as so amended, being referred to herein as the "1982 JV Agreement");

WHEREAS, pursuant to a Limited Partnership Agreement, dated as of October 21, 1997 (the "Original Partnership Agreement"), the Partnership has been formed and, contemporaneously with the execution and delivery of this Agreement, the partnership interests therein are being acquired by KBLP, as general partner, and KB USA, as limited partner;

WHEREAS, KB and TR desire to restructure their joint venture through the termination of the Original Partnership Agreement, the acquisition by KBI Sub of the limited partner's interest in the Partnership, including its status as limited partner, and the entry into the Partnership Agreement (as defined below) by KBLP and KBI Sub (upon its acquisition of the limited partnership interest in the Partnership), the capitalization of the Partnership and the modification of certain other contractual arrangements, as provided in the Initial Agreements (as defined below), the Partnership Agreement and the Ancillary Agreements (as defined below), and, in furtherance thereof, the parties hereto are entering into this Agreement and the other Initial Agreements (as applicable) as of the date hereof;

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein and in the other Initial Agreements, the Partnership Agreement and the Ancillary Agreements, the parties hereto hereby agree as follows:

ARTICLE 1 
CERTAIN DEFINITIONS

1.1 Definitions.

(a) Without limiting any other terms defined herein, as used in this Agreement the following terms shall have the following respective meanings:

"ABCV Compound" shall mean the Parenteral Form of (i) any Licensed Compound which is a Group C Compound, (ii) any Group D Compound or (iii) any Group E Compound that, in any such case, also has other routes of administration or has an antibiotic, anticancer or antiviral use.

"Accounting Procedures" shall have the meaning set forth in the Amended and Restated KBI License.

"Acquisition of KB" shall have the meaning set forth in Section 3.15 (b).

"Actual Formula Price" shall mean the actual Formula Price determined in accordance with the KBI-E Asset Option Agreement.

"Actual Formula Price Statement" shall have the meaning set forth in Section 3.15 (f).

"Additional KBLP GP" shall have the meaning set forth in Section 3.3 (f).