BDY Bradley Pharmaceuticals

PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
___________ __, 2008

SUMMARY TERM SHEET

         The following is a summary of information contained elsewhere in this proxy statement and the attached Annexes. This summary does not purport to contain a complete statement of all material information relating to the merger agreement, the merger, and the other matters discussed in this proxy statement and is subject to, and is qualified in its entirety by, the more detailed information contained in or attached to this proxy statement. Where appropriate, items in this summary contain a cross reference directing you to a more complete description included elsewhere in this proxy statement. Bradley stockholders should carefully read this proxy statement in its entirety, as well as all annexes attached to this proxy statement.

The Parties to the Merger (page 1)

Bradley Pharmaceuticals, Inc.

        Bradley Pharmaceuticals, Inc. was founded in 1985 as a specialty pharmaceutical company and markets to niche physician specialties in the United States and international markets.

Nycomed US Inc. and Phase Merger Sub Inc.

        Phase Merger Sub Inc. (“Merger Sub”) is a newly formed Delaware corporation. Nycomed US Inc. (“Nycomed US”) owns 100% of Phase Merger Sub Inc. Nycomed US is an indirect, wholly owned subsidiary of Nycomed S.C.A., SICAR (“Nycomed”).

        Nycomed is a pharmaceutical company that provides medicines for hospitals, specialists and general practitioners, as well as over-the-counter medicines in selected markets. Privately owned, the combined group had annual sales of approximately €3.4 billion in 2006.

The Special Meeting (page 14)

         Date, Time and Place of the Special Meeting. The Special Meeting will be held on ______ __, 2008, at ____ a.m., Eastern Time, at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104. See “The Special Meeting” beginning on page 14.

         Purposes of the Special Meeting. At the Special Meeting, our stockholders will consider and vote on a proposal to approve and adopt the merger agreement, dated October 29, 2007, among Nycomed US, Phase Merger Sub Inc. and Bradley. Under the merger agreement, Merger Sub, a wholly owned subsidiary of Nycomed US, will be merged with and into Bradley, and Bradley will survive the merger as a wholly owned subsidiary of Nycomed US. Each outstanding share of our common stock and of our Class B common stock will be converted automatically into the right to receive $20.00 in cash, without interest. See “ The Special Meeting — General” beginning on page 14 and “The Merger Agreement — The Merger ” beginning on page 41.

        At the Special Meeting you may also be asked to consider and vote upon a proposal to adjourn the Special Meeting, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Special Meeting to approve and adopt the merger agreement.

         Record Date. Our board of directors has fixed the close of business on ________ __, 2008 as the record date (the “Record Date”) for determining stockholders entitled to notice of, and to vote at, the Special Meeting and any adjournments of the Special Meeting. On the Record Date there were _______ shares of our common stock and 429,752 shares of our Class B common stock outstanding. See “ The Special Meeting — Record Date ” beginning on page 14.

         Required Vote. Adoption of the merger agreement and the transactions contemplated thereby, including the merger, and any proposal to adjourn the Special Meeting, requires the affirmative vote of a majority of the voting power of our common stock and Class B common stock, voting together as one class, held by stockholders entitled to vote on the Record Date for the Special Meeting. The holders of common stock and Class B common stock are generally entitled to one vote and five votes, respectively, for each share held on the Record Date. Shares of Class B common stock represent approximately 11.5% of our total voting power. Mr. Daniel Glassman and his affiliates, who together own all the shares of Class B common stock as well as shares of common stock, hold shares representing approximately 20% of our total voting power as of the Record Date. Mr. Glassman has indicated that he and his affiliates intend to vote in favor of approval and adoption of the merger agreement and the merger. See “ The Special Meeting — Vote Required for Approval and Adoption of the Merger Agreement or Adjournment ” beginning on page 15. See also “ Security Ownership of Certain Beneficial Owners and Management ” beginning on page 50.

         How to vote. You may:

        If your Bradley shares of common stock are held in “street name” by a broker or other nominee, the broker or other nominee will vote your Bradley shares only if you instruct your broker or other nominee how to vote. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares. If you do not provide your broker or other nominee with instructions on how to vote by returning your proxy as directed or following, if provided, the directions on how to vote by Internet or telephone, your broker or other nominee will not be permitted to vote your shares.

The Merger (page 17)

         General. Under the terms of the merger agreement, Merger Sub will merge with and into Bradley, and Bradley will survive the merger as a wholly owned subsidiary of Nycomed US. At the effective time of the

merger each share of our common stock (other than treasury shares owned by us) and of our Class B common stock will be converted into the right to receive $20.00 in cash, without interest. Based on the number of shares of our common stock and Class B common stock outstanding on the Record Date and assuming the exercise of all options and warrants outstanding on the Record Date with an exercise price of less than $20.00, the aggregate consideration to be paid by Nycomed US to our stockholders will be approximately $346 million. We expect to close the merger as soon as practicable after the approval and adoption of the merger agreement by our stockholders and after all other conditions to the merger have been satisfied or waived.

         Background of the Merger. In May 2007, in response to preliminary indications that Mr. Daniel Glassman, Bradley’s founder, director, President and Chief Executive Officer and the holder of nearly all of our Class B common stock, was considering a proposal to acquire Bradley, our board of directors formed a special committee to consider our strategic initiatives with a view to enhancing stockholder value, including a number of potential value-enhancing strategic transactions, such as an acquisition or merger, being acquired or participating in a going private transaction led by management. After an extensive auction process led by the special committee, on October 29, 2007, Bradley executed the merger agreement with Nycomed. For a more detailed description of the events leading to the approval of the merger by our board of directors, see “ The Merger — Background of the Merger ” beginning on page 17.

         Opinion of the Special Committee’s Financial Advisor. In contemplation of a merger bid by Nycomed, the special committee received an opinion from Deutsche Bank Securities Inc. (“Deutsche Bank”) to the effect that, as of the date of its opinion, based upon and subject to the assumptions made, matters considered and limits of review set forth therein, the merger consideration of $20.00 in cash per share to be received by the holders of the outstanding shares of Bradley common stock, other than Mr. Daniel Glassman and his affiliates, was fair from a financial point of view. A copy of Deutsche Bank’s opinion is attached as Annex C to this proxy statement. We encourage you to read carefully the opinion in its entirety and “ The Merger — Opinion of the Special Committee’s Financial Advisor ” beginning on page 25 for a description of the procedures followed, assumptions made, matters considered and limitations on the review undertaken by Deutsche Bank. The opinion of Deutsche Bank was provided to Bradley’s special committee in connection with its evaluation of the merger with Nycomed, does not address any other aspect of the merger and does not constitute a recommendation as to how any stockholder should vote on any matter at the Special Meeting.

         Recommendation of the Special Committee. The special committee, consisting solely of disinterested independent directors elected by the holders of our common stock, and acting with the assistance of the special committee’s legal and financial advisors in evaluating the merger, determined by unanimous vote, that the merger is in the best interest of Bradley and its stockholders, declared it advisable to enter into the merger agreement and recommended that the board of directors approve and adopt the merger and the merger agreement. In reaching its determination, the special committee considered a number of factors and potential benefits as further described under “ The Merger — Reasons for the Merger; Recommendations of Our Special Committee and Board of Directors ” beginning on page 22.

         Recommendation of Our Board of Directors. On October 29, 2007, our board of directors, after reviewing and considering the terms and conditions of the merger agreement, receiving the recommendation of the special committee, reviewing and considering the financial presentation and advice of the special committee’s financial advisor, including the financial advisor’s opinion and other information provided by the advisors to the special committee and the advice of the board’s legal advisor, (i) determined in good faith that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of our stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated thereby, including the merger, and (iii) recommended approval and adoption of the merger agreement and the merger and the principal terms thereof by our stockholders. Mr. Daniel Glassman did not participate in our board’s deliberations or voting with respect to the merger. See “ The Merger — Reasons for the Merger; Recommendations of Our Special Committee and Board of Directors ” beginning on page 22.

        Our board of directors recommends that our stockholders vote “FOR” approval and adoption of the merger agreement.

Interests of Our Directors and Executive Officers in the Merger (page 31)

        In considering the recommendation of our board of directors to vote for the proposal to approve and adopt the merger agreement, you should be aware that our directors and executive officers have personal interests in the merger that are, or may be, different from, or in addition to, your interests. These interests include:

        Our board of directors was aware of these interests and considered them, among other matters, when approving the merger agreement and determining to recommend that our stockholders vote in favor of approving and adopting the merger agreement. Our directors and officers as a group, including Mr. Daniel Glassman, beneficially own approximately 23.2% of our common stock. See “ Security Ownership of Certain Beneficial Owners and Management ” beginning on page 50.

Appraisal Rights (page 37)

        Stockholders who do not wish to accept the cash consideration payable pursuant to the merger may seek, under Section 262 of the General Corporation Law of the State of Delaware, judicial appraisal of the fair value of their shares by the Delaware Court of Chancery. This value could be more or less than or the same as the merger consideration for the common stock. This right to appraisal is subject to a number of restrictions and technical requirements. Generally, to properly demand appraisal, among other things:

        Merely voting against the merger agreement will not preserve your right to appraisal under Delaware law. Also, because a submitted proxy not marked “against” or “abstain” will be voted “for” the proposal to approve and adopt the merger agreement, the submission of a proxy not marked “against” or “abstain” will result in the waiver of appraisal rights. If you hold shares in the name of a broker or other nominee, you must instruct your broker or other nominee to take the steps necessary to enable you to demand appraisal for your shares. If you or your broker or other nominee fails to follow all of the steps required by Section 262 of the General Corporation Law of the State of Delaware, you will lose your rights of appraisal. Also, there are no rights of appraisal if the merger is not completed.

        If you validly demand appraisal of your shares in accordance with Delaware law and do not withdraw your demand or otherwise forfeit your appraisal rights, you will not receive the merger consideration. Instead, after completion of the proposed merger, a court will determine the fair value of your shares exclusive of any value arising from the proposed merger. This appraisal amount could be more than, the same as or less than the amount a stockholder would be entitled to receive under the terms of the merger agreement.

        Annex D to this proxy statement contains the full text of Section 262 of the General Corporation Law of the State of Delaware, which relates to your rights of appraisal. We encourage you to read these provisions carefully and completely.

Conditions to Completion of the Merger (page 47)

        The obligations of Nycomed US and Merger Sub to complete the merger depend on the satisfaction or waiver of a number of conditions, including:

         Conditions to the obligations of both Bradley and Nycomed US and Merger Sub to complete the merger:

         Conditions to the obligations of Nycomed US and Merger Sub to complete the merger:

         Conditions to the obligation of Bradley to complete the merger:

Other Acquisition Proposals (page 46)

        The merger agreement contains restrictions on our ability to solicit or engage in discussions or negotiations with a third party with respect to a proposal to acquire a significant interest in Bradley. Notwithstanding these restrictions, the merger agreement provides that under specified circumstances, if we receive an acquisition proposal from a third party before the adoption of the merger agreement by our stockholders that our board of directors determines is a Superior Proposal (as defined in the merger agreement) or is reasonably likely to lead to a Superior Proposal, we may, if our board of directors by a vote of a majority of the disinterested directors determines that the failure to do so would result in a breach of its fiduciary duties to our stockholders, furnish nonpublic information to that third party and engage in negotiations regarding an acquisition proposal with that third party. These determinations must be made in good faith, after consultation with our legal and financial advisors.

Termination of the Merger Agreement (page 48)

        The merger agreement may be terminated and the merger abandoned at any time prior to its effective time as follows:

         Termination by either Nycomed US or Bradley:

         Termination by Nycomed US:

         Termination by Bradley:

Termination Fee (page 49)

        Bradley is required to pay Nycomed US a termination fee in the amount of 3.0% of the aggregate “Merger Consideration” (as defined in the merger agreement) under certain events that terminate the merger agreement, as discussed under “ The Merger Agreement — Termination Fee Payable to Nycomed US ” beginning on page 49. In general, this has the effect of making it more expensive for any other potential acquiror to acquire Bradley.

Treatment of Stock Options (page 41)

        At the effective time of the merger, all outstanding options to acquire Bradley common stock under Bradley’s stock option plans, whether vested or unvested, will be cancelled and converted into the right to receive, within five days after the effective time of the merger, a cash payment equal to the number of shares of Bradley common stock underlying the options multiplied by the amount (if any) by which $20.00 exceeds the exercise price, without interest and less any applicable withholding taxes. For a more complete description, see “ The Merger Agreement — Stock Options and Warrants ” on page 41.

Material U.S. Federal Income Tax Consequences (page 35)

        The receipt of $20.00 in cash in exchange for each share of our common stock and Class B common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, as a result of the merger, you will recognize, for each share of common stock you own, gain or loss measured by the difference, if any, between $20.00 and your adjusted tax basis in that share.

        You should read “ The Merger — Material U.S. Federal Income Tax Consequences ” beginning on page 35 for a more complete discussion of the U.S. federal income tax consequences of the merger. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. We urge you to consult your tax advisor on the tax consequences of the merger to you.

Regulatory Approvals (page 39)

        The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) prohibits us from completing the merger until we have furnished certain information and materials to the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission (the “FTC”), and the required waiting period has expired or been terminated. The merger agreement also requires that the waiting period (and any extension thereof) applicable to the merger under the Hart-Scott-Rodino Act, will have been terminated or will have expired and that all material filings and authorizations legally required to be made or obtained with or from a governmental authority to consummate the merger shall have expired, been terminated, made or obtained. Nycomed US and Bradley filed notification forms under the HSR Act and requested early termination of the waiting period, which was granted. The waiting period terminated on December 5, 2007. The proposed transaction is also subject to German, Italian and Argentine antitrust laws. The merger agreement also requires that we file and record all required merger documents as required under Delaware law and obtain clearance by the NJ DEP under the New Jersey Industrial Site Recovery Act, if required. For a more complete description of the required regulatory approvals, see the section entitled “ The Merger — Approvals ” on page 39.

        As of the date of this proxy statement, we are not aware of any other regulatory approvals that we would be required to obtain from other state and foreign authorities. While we expect to obtain all required regulatory approvals, we cannot assure you that these regulatory approvals will be obtained. Moreover, regulatory approval may be subject to the satisfaction of conditions to the completion of the merger or require changes to the terms of the merger that would have a materially adverse effect on the combined company. These conditions or changes could result in an inability to satisfy the conditions to Nycomed US’s obligation to complete the merger.

The Paying Agent

        Nycomed US has designated American Stock Transfer & Trust Company to act as the paying agent in connection with the merger.

QUESTIONS & ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

When and where will the Special Meeting be held?

        The Special Meeting of Stockholders of Bradley Pharmaceuticals, Inc. will be held at ___ a.m., Eastern Time, on _________ __, 2008, at Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104 and at any adjournment thereof (the “Special Meeting”).

Do I need a ticket to attend the Special Meeting?

        No. The Special Meeting is open to all stockholders or their authorized representatives. If you hold shares of common stock or Class B common stock in your own name, please indicate your intention to attend the Special Meeting by checking the appropriate box on your proxy card. If you hold your shares through a broker, bank or other holder of record and plan to attend, please bring proof of ownership of the shares (such as a copy of your brokerage or bank account statement) to the Special Meeting. You should also be prepared to present photo identification for admittance at the Special Meeting.

What are the purposes of the Special Meeting?

        You will be asked to consider and vote upon:

        The board of directors is not aware of any other matters to be presented for action at the Special Meeting. However, if other matters are presented for a vote and you grant a proxy, the persons named as proxy holders, Seth W. Hamot and Alan S. Goldstein, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Special Meeting.

Who is entitled to vote?

        Only stockholders of record at the close of business on _______ __, 2008, the record date for the Special Meeting (the “Record Date”), are entitled to receive notice of and to participate in the Special Meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares that you owned on that date.

How many votes can be cast by the holders of our common stock and Class B common stock?

        On _______ __, 2008, the Record Date, there were _______ shares of Bradley common stock and 429,752 shares of Class B common stock outstanding. The holders of our common stock and Class B common stock are generally entitled to one vote and five votes, respectively, for each share held on the Record Date. Shares of Class B common stock represent approximately 11.5% of our total voting power as of the Record Date.

How many votes must be present to hold the Special Meeting?

        A quorum for the matters to be presented at the Special Meeting is a majority (more than half) of the outstanding shares present at the meeting or represented by proxy, with the common stock and Class B common stock counted as one class.

How many votes are required for stockholder approval of the merger?

        The affirmative vote of a majority of the total voting power of the our common stock and Class B common stock, voting together as one class, outstanding as of the Record Date is required to approve and adopt the agreement and plan of merger and approve the merger. Mr. Daniel Glassman and his affiliates, who together own all the shares of Class B common stock as well as shares of common stock, hold shares representing approximately 20% of our total voting power as of the Record Date. Mr. Glassman has indicated that he and his affiliates intend to vote in favor of approval and adoption of the merger agreement and the merger. See also “ Security Ownership of Certain Beneficial Owners and Management ” beginning on page 50.

How does Bradley’s board of directors recommend that you vote?

        Bradley’s board of directors recommends that you vote:

What function did the special committee serve and who are its members?

        The principal function of the special committee was to consider, evaluate, assess, negotiate and reject or recommend to our full board of directors potential strategic transactions for Bradley, including ultimately the merger proposal submitted by Nycomed. The special committee is composed of three independent and disinterested directors elected by holders of our common stock: Seth W. Hamot, Douglas E. Linton and William J. Murphy. For additional information regarding the role of the special committee, see “ The Merger — Background of the Merger ” beginning on page 17, and “— Reasons for the Merger; Recommendations of Our Special Committee and Board of Directors ” beginning on page 22.

When do you expect the merger to be completed?

        We are working toward completing the merger as quickly as possible. Depending on the receipt of regulatory approvals, and assuming approval and adoption of the merger agreement by our stockholders and satisfaction or waiver of other conditions, we hope to complete the merger shortly after the Special Meeting. For more details on the approvals required, see “ The Merger — Approvals ” beginning on page 39. For a description of the conditions to the closing of the merger contained in the merger agreement, see “ The Merger Agreement — Conditions to the Merger ” beginning on page 47.

What will happen to Bradley as a result of the merger?

        Bradley will become a wholly owned subsidiary of Nycomed US.

What will I receive in the merger and when will I receive it?

        If we complete the merger, you will have the right to receive $20.00 in cash, without interest, for each share of Bradley common stock and Class B common stock you own, unless you seek and perfect appraisal rights, as discussed more fully elsewhere in this proxy statement. If you have certificated shares of Bradley common stock or Class B common stock, meaning you hold a physical stock certificate, the merger consideration will be paid to you once you submit the letter of transmittal, together with properly endorsed stock certificates and other required documentation, to American Stock Transfer & Trust Company, the paying agent. See “ The Merger Agreement — Conversion of Securities and Merger Consideration ” beginning on page 41.

How will the merger affect outstanding options to purchase Bradley common stock and warrants of Bradley?

        All stock options held by our directors, employees and consultants will become fully vested in connection with the merger. In order to have all stock options available for cancellation, as is required under the merger agreement, we plan to commence a tender offer, as soon as practicable, to purchase all outstanding options (that do not expire by their terms at or prior to the completion of the merger) issued under our 1990 Employee Stock Option Plan and our 1999 Stock Option Plan. We intend to offer in cash (1) $0.35 per option for each option with an exercise price of greater than $20.00 and (2) an amount equal to the “spread value” per option for each option with an exercise price of less than $20.00, with the spread value being equal to the excess of $20.00 over the exercise price of such option, less in both cases, applicable withholding tax. The completion of the tender offer will be conditioned upon and will occur simultaneously with the closing of the merger. At the Record Date, there were options to purchase ______ shares outstanding and issued pursuant to these plans, of which options to acquire ________ shares have exercise prices greater than $20.00 per share. We also have warrants to acquire 6,000 shares of common stock outstanding that will expire in July 2008 and have an exercise price per share of less than $20.00. These warrants will remain outstanding unless exercised prior to the merger. See “ The Merger Agreement — Stock Options and Warrants ” beginning on page 41.

What happens if I sell my shares of Bradley common stock or Class B common stock before the Special Meeting?

        The Record Date for the Special Meeting, _______ __, 2008, is earlier than the expected date of the merger. If you transfer your shares of Bradley common stock or Class B common stock after the Record Date but before the Special Meeting, you will retain your right to vote at the Special Meeting but will transfer the right to receive $20.00 in cash per share to the person to whom you transfer your shares.

Should I send in my stock certificates now?

        No. After the merger is completed, you will receive written instructions for exchanging your stock certificates for cash. Please do not send in your stock certificates with your proxy card.

What do I need to do now?

        After carefully reading and considering the information contained in this proxy statement, including the annexes, please vote by telephone or by Internet or complete, date and sign your proxy card and return it in the enclosed return envelope as soon as possible so that your shares may be represented at the Special Meeting. If you sign and send in your proxy and do not indicate how you want to vote, we will count your proxy “FOR” approval and adoption of the merger agreement and adjourning the Special Meeting in the event that there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement.

What happens if I abstain, fail to vote or submit a proxy or do not instruct my broker or other nominee how to vote?

        If you abstain from voting, do not vote or do not instruct your broker or nominee on how to vote, it will have the effect of a vote against approval and adoption of the merger agreement. Therefore, we urge you to vote. However, abstention from voting or failure to execute a proxy with respect to adoption of the merger agreement, without taking other specified procedures, will not be sufficient to assert appraisal rights. For a description of your appraisal rights and related procedures, see the section entitled “ The Merger — Appraisal Rights ” beginning on page 37 and Annex D for a reproduction of Section 262 of the Delaware General Corporation Law, which relates to the appraisal rights of dissenting stockholders.

How many votes are required for adjournment of the meeting or for other matters that may properly come before the Special Meeting?

        The affirmative vote of a majority of the voting power of our common stock and Class B common stock, voting together as one class, present or represented and entitled to vote and voting is required for approval of the adjournment of the Special Meeting and for all other business that may properly come before the Special Meeting or any adjournments.

How do I vote? You may:

If my Bradley shares are held in “street name” by my broker or other nominee, will my broker or other nominee vote my shares for me?

        Your broker or other nominee will vote your Bradley shares only if you instruct your broker or other nominee how to vote. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares. If you do not provide your broker or other nominee with instructions on how to vote by returning your proxy as directed or following, if provided, the directions on how to vote by Internet or telephone, your broker or other nominee will not be permitted to vote your shares.

How are shares voted that are held in a Bradley 401(k) plan?

        The Bradley Pharmaceuticals 401(k) trust includes an Employee Stock Ownership Plan feature. At the Record Date, __________ shares (including _______ shares subject to forfeiture) were held in the trust for participants. Each participant who held shares through Bradley’s 401(k) plan at the Record Date will receive a voting instruction form. Frontier Trust, as trustee, will vote the shares in accordance with instructions received from participants. Frontier Trust will vote shares for which no instructions were received in the same proportion, for and against, as the shares for which instructions were received.

        To allow sufficient time for voting by the trustee, your voting instructions for 401(k) plan shares must be received by 11:59 p.m., Eastern Time, on _____ __, 2008.

Can I change my vote?

        Yes. Send in a new proxy card with a later date, cast a new vote by telephone or by Internet, or send a written notice of revocation to Bradley’s Secretary at the address on the cover page of this proxy statement. If you attend the Special Meeting and want to vote in person, you can request that your previously submitted proxy not be used. If your shares are held through a broker, bank or other institution in “street name,” you will need to obtain a proxy form from the institution that holds your shares.

What does it mean if I receive more than one proxy card?

        If you hold your shares in multiple registrations, or in both registered and street name, you will receive a proxy card for each account. Please complete, sign, date and mail all cards you receive. Only your latest dated proxy for each account will be voted.

Who will act as inspector of election and what is the role of the inspector?

        A representative of American Stock Transfer & Trust Company, our transfer agent, will act as inspector of election at the Special Meeting. Votes cast by proxy or in person at the Special Meeting will be tabulated by the inspector of election. The inspector will also determine whether a quorum is present at the Special Meeting. Shares represented by the proxy cards received, properly completed, dated, signed, and not revoked, or by shares voted on the Internet, will be voted at the Special Meeting. If the proxy card specifies a choice with respect to any matter to be acted on, the shares will be voted in accordance with that specified choice. Any proxy card that is returned signed but not marked will be voted “FOR” the merger agreement and for adjournment and as the proxy holder deems desirable for any other matters that may properly come before the Special Meeting. Broker non-votes will not be considered as voting with respect to any matter for which the broker does not have voting authority.

Who is soliciting my vote?

        Your vote is being solicited by and on behalf of Bradley’s board of directors.

How will my vote be solicited?

        Proxies will be solicited by the use of the mails and may also be solicited personally, or by telephone, telecopy or e-mail, by our directors, officers and employees. None of our directors, officers or employees will receive additional compensation for soliciting proxies.

        Bradley will (i) request banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries as record holders to forward the solicitation materials to the beneficial owners of our common stock, (ii) furnish the number of copies necessary for these record holders to supply the materials to the beneficial holders and (iii) reimburse the reasonable forwarding expenses incurred by these record holders.

Who pays for the solicitation of my vote?

        We pay the costs of soliciting your vote, including the costs of preparing, printing and mailing the proxy materials. None of our directors, officers or employees will receive any extra compensation for soliciting you.

When will this proxy statement be sent to stockholders?

        This proxy statement is first being sent to stockholders on or about _________ __, 2008.

Can I access Bradley’s proxy materials electronically?

        This proxy statement, any additional proxy materials and our SEC filings are available on our Internet web site at www.bradpharm.com. See also “ Where You Can Find More Information ” beginning on page 56.

Who can help answer my questions?

        If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact us at Bradley Pharmaceuticals, Inc., 383 Route 46 West, Fairfield, NJ 07004, (973) 882-1505, Attention: Alan S. Goldstein, Secretary, ext. 547.

THE PARTIES TO THE MERGER

Bradley Pharmaceuticals, Inc.

        The headquarters of Bradley Pharmaceuticals, Inc. are located at 383 Route 46 West, Fairfield, NJ 07004. Bradley’s general telephone number at the headquarters is (973) 882-1505.

        Bradley Pharmaceuticals, Inc. was founded in 1985 as a specialty pharmaceutical company and markets to niche physician specialties in the United States and international markets. Bradley’s success is based upon its core strengths in marketing and sales which enables the company to Commercialize brands that fill unmet patient and physician needs; Develop new products through life cycle management; and In-License phase II and phase III drugs with long-term intellectual property protection that upon approval leverage Bradley’s marketing and sales expertise to increase shareholder value. Bradley is comprised of Doak Dermatologics, specializing in therapies for dermatology and podiatry; Kenwood Therapeutics, providing gastroenterology, OBGYN, respiratory and other internal medicine brands; and A. Aarons, which markets authorized generic versions of Doak and Kenwood therapies.

Nycomed

        The headquarters of Nycomed US Inc. are located at 60 Baylis Road, P.O. Box 2006, Melville, NY 11747. Nycomed US’s general telephone number at the headquarters is (631) 454-6389. Nycomed US is an indirect, wholly owned subsidiary of Nycomed S.C.A., SICAR.

        Nycomed is a pharmaceutical company that provides medicines for hospitals, specialists and general practitioners, as well as over-the-counter medicines in selected markets. Nycomed is active within a range of therapeutic areas, including cardiology, gastroenterology, osteoporosis, respiratory, pain and tissue management. New products are sourced both from its own research and from external partners. Operating throughout Europe and in fast-growing markets such as Latin America, Russia/CIS and the Asia-Pacific region, Nycomed has a presence in about 50 markets worldwide. Privately owned, the combined group had annual sales of approximately €3.4 billion in 2006. More information about Nycomed is available at www.nycomed.com.

        Nycomed US (formerly Altana Inc.) is a subsidiary of Nycomed, which operates three divisions in the United States focused on specialty pharmaceuticals in dermatology. Founded in 1849, Fougera is the largest of the three divisions and is a leading manufacturer and distributor of a wide range of multi-source topical steroids, antibiotics and antifungal products. The PharmaDerm division of Nycomed US is dedicated to bringing innovative products to dermatologists so they can best care for their patients. Nycomed US also markets and sells Savage Laboratories products, which focus on emergency care. More information about Nycomed US is available at www.fougera.com, www.pharmaderm.com or www.savagelabs.com.

Phase Merger Sub Inc.

        Phase Merger Sub Inc. is a newly formed corporation organized and existing under the laws of Delaware. Nycomed US owns 100% of Merger Sub. Merger Sub was organized solely for the purpose of entering into the merger agreement with Bradley and has not conducted any business operations.

THE SPECIAL MEETING

General

        This proxy statement is being delivered to you in connection with a Special Meeting of Stockholders to be held on ________ __, 2008, at ___ a.m., Eastern Time, at Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104. The purpose of the Special Meeting is for our stockholders to consider and vote upon a proposal to approve and adopt the agreement and plan of merger, dated October 29, 2007, among Bradley, Nycomed US and Merger Sub. At the Special Meeting you may also be asked to consider and vote upon a proposal to adjourn the Special Meeting, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Special Meeting to approve and adopt the merger agreement.

        On October 29, 2007, our board of directors, after reviewing and considering the terms and conditions of the merger agreement, receiving the recommendation of the special committee, reviewing and considering the financial presentation and advice of the special committee’s financial advisor, including the financial advisor’s opinion, and other information provided by the advisors to the special committee and the advice of the board’s legal advisor, (i) determined in good faith that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of our stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated thereby, including the merger, and (iii) recommended approval and adoption of the merger agreement and the merger and the principal terms thereof by our stockholders. Accordingly, our board of directors recommends that stockholders vote “FOR” approval and adoption of the merger agreement. Mr. Daniel Glassman did not participate in our board’s deliberations or voting with respect to the merger.

Record Date

        Our board of directors has fixed the close of business on _______ __, 2008 as the Record Date for determining stockholders entitled to notice of and to vote at the Special Meeting and any adjournment of the Special Meeting. At the Record Date, there were ________ shares of the our common stock held of record by ____ holders, and 429,752 shares of Class B common stock outstanding held of record by ___ holders. The holders of our common stock and Class B common stock are generally entitled to one vote and five votes, respectively, for each share held on the Record Date.

Vote Needed for a Quorum; Effect of Abstentions and Broker “Non-Votes”

        A quorum is required for stockholders of Bradley to conduct business at the Special Meeting. A quorum for the matters to be presented at the Special Meeting is a majority (more than half) of the outstanding shares present at the meeting or represented by proxy, with the common stock and Class B common stock counted as one class.

        Under the Delaware General Corporation Law as it relates to determining the presence of a quorum at the Special Meeting, abstaining votes and broker “non-votes” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present. An abstention is counted as a share present and entitled to be voted at the Special Meeting and will have the same effect as a “no” vote on the merger proposal. A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular matter because the broker or nominee does not have the discretionary voting power with respect to that matter and has not received instructions from the beneficial owner. With respect to the merger proposal, a broker or nominee who holds shares for a beneficial owner is prohibited from giving a proxy to vote the beneficial owner’s shares without instructions from the beneficial owner. As a result, a broker “non-vote” will have the same effect as a “no” vote on the merger proposal.

Vote Required for Approval and Adoption of the Merger Agreement or Adjournment

        Approval and adoption of the merger agreement and the transactions contemplated thereby, including the merger, as well as any vote to adopt a proposal to adjourn the Special Meeting requires the affirmative vote of a majority of the voting power of our common stock and Class B common stock, voting together as a class, held by stockholders entitled to vote on the Record Date. The holders of common stock and Class B common stock are generally entitled to one vote and five votes, respectively, for each share held on the Record Date. Shares of Class B common stock represent 11.5% of our total voting power. Mr. Daniel Glassman and his affiliates, who together own all the shares of Class B common stock as well as shares of common stock, hold shares representing approximately 20% of our total voting power as of the Record Date. Mr. Glassman has indicated that he and his affiliates intend to vote in favor of approval of the merger agreement and the merger. See also “ Security Ownership of Certain Beneficial Owners and Management. ”

Method of Voting

        Bradley stockholders are being asked to vote the shares held directly in their name as stockholders of record and any shares they hold in street name as beneficial owners. Shares held in street name are shares held by a broker, dealer, bank or other financial institution that serves as a stockholder’s nominee.

        The method of voting differs for the shares held by a record holder and the shares held in street name. Record holders will receive proxy cards. Holders of shares in street name will receive voting instruction cards in order to instruct their nominees on how to vote.

        Bradley stockholders may also vote by proxy by using the mail, telephone or the Internet. For specific instructions on how to use the mail, telephone or the Internet to vote by proxy for the Special Meeting, please refer to the instructions on your proxy card or voting instruction card.

        If you are a stockholder of record, you may also vote in person at the Special Meeting. If you hold shares in street name, you may not vote in person at the Special Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. You will also need to present photo identification and comply with the other procedures described in “ Special Meeting Admission Procedures ” below.

        Stockholders may receive multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, stockholders who hold shares in more than one brokerage account will receive a separate voting instruction card for each brokerage account in which shares are held. Bradley stockholders of record whose shares are registered in more than one name will receive more than one proxy card.

         Stockholders should not forward any stock certificates with their proxy cards. In the event the merger is completed, stock certificates should be delivered in accordance with instructions set forth in a letter of transmittal, which will be sent to stockholders by the paying agent promptly after the effective time of the merger.

         Read the voting instruction card(s) and proxy card(s) carefully. A stockholder should execute all the proxy card(s) and voting instruction card(s) received in order to make sure all of your shares are voted.

Grant of Proxies

        All shares of Bradley common stock and Class B common stock represented by properly executed proxies or voting instruction cards received before or at the Special Meeting will, unless the proxies or voting instructions are revoked, be voted in accordance with the instructions indicated on those proxy cards or voting instruction cards. If no instructions are indicated on a properly executed proxy card or voting instruction card, the shares will be voted “FOR” (i) the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement and (ii) the adjournment of the Special Meeting in the event that there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement. You are urged to mark the boxes on the proxy card or the voting instruction card, as the case may be, to indicate how to vote your shares.

        We are not aware of any matter that will be brought before the Special Meeting other than (i) the proposal to approve and adopt the merger agreement and (ii) the proposal in favor of adjourning the Special Meeting in

the event that there are not sufficient votes at the time of the Special Meeting to adopt the merger agreement. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their judgment with respect to those matters, unless authority to do so is specifically withheld on the proxy card or the voting instructions card, as the case may be.

Revocation of Proxies

        A stockholder may revoke his or her proxy at any time before it is voted by:

        Attendance at the Special Meeting will not in and of itself constitute revocation of a proxy.

Solicitation of Proxies

        Bradley will pay the expenses incurred in connection with the printing and mailing of this proxy statement. Bradley will also request banks, brokers and other intermediaries holding shares of Bradley common stock beneficially owned by others to send this proxy statement to, and obtain proxies from, the beneficial owners and will reimburse the holders for their reasonable expenses in so doing. Solicitation of proxies by mail may be supplemented by telephone, telecopy, e-mail and other electronic means, advertisements and personal solicitation by the directors, officers or employees of Bradley. No additional compensation will be paid to our directors, officers or employees for such solicitation.

Adjournment of Meeting

        Although it is not expected, the Special Meeting may be adjourned if a quorum is not present. Bradley’s bylaws permit adjournment without notice other than an announcement of the new date, time and/or place of the adjourned Special Meeting by a majority vote of the shares entitled to vote at the Special Meeting that are present in person or represented by proxy and vote for the adjournment. In the event of an adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted that might have been transacted at the original Special Meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice will be given to each stockholder of record entitled to vote at the Special Meeting.

Special Meeting Admission Procedures

        You should be prepared to present photo identification for admittance at the Special Meeting. In addition, if you are a record holder of Bradley common stock or Class B common stock, your name is subject to verification against the list of record holders of Bradley common stock and Class B common stock on the Record Date prior to being admitted to the Special Meeting. If you are not a record holder but hold shares in street name, that is, with a broker, dealer, bank or other financial institution that serves as your nominee, you should be prepared to provide proof of beneficial ownership on the Record Date, such as your most recent account statement prior to the Record Date, or similar evidence of ownership. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to the Special Meeting.

THE MERGER

Background of the Merger

        Since becoming a publicly traded company in 1991, our senior management and the board of directors have periodically reviewed and evaluated our business strategy and strategic options in an effort to enhance stockholder value. As a part of those efforts, over the past several years we have pursued various strategic opportunities, including the purchase of rights to SOLARAZE ^® , ADOXA ^® and certain other assets of Bioglan Pharmaceutical in 2004, and the 2006 acquisition of rights to VEREGEN ^™ and ELESTRIN ^™ from MediGene AG and BioSante Pharmaceutical, respectively. In August 2006, we also announced a number of initiatives to enhance long-term stockholder value.

        At a regular meeting of our board on March 8, 2007, Mr. Daniel Glassman, our founder, director, President and Chief Executive Officer and holder of nearly all of our Class B common stock, informed the board of directors that he had met with a number of investment banks about potential merger and acquisition opportunities for Bradley, one of which suggested a possible “going private” transaction led by Mr. Glassman. He said that he would continue to explore such opportunities. At a regular meeting of our board on May 8, 2007, Mr. Glassman announced to the board that he was having conversations with private equity firms regarding a potential buy-out of Bradley. The board of directors agreed to allow Mr. Glassman to proceed with formulating a bid.

        Following Mr. Glassman’s announcement to the board of directors of his consideration of a “going private” transaction, on May 21, 2007, the board approved by unanimous written consent the formation of a special committee, comprised of independent and disinterested directors elected by the holders of our common stock. The committee members are Seth W. Hamot, Chairman, Douglas E. Linton and William J. Murphy. The board of directors also approved a special committee charter that, among other things, delegated to the special committee the responsibility to consider strategic alternatives for Bradley, including the possibility of entering into a “going private transaction” with Mr. Glassman. The special committee was granted the authority to assess, consider and review the terms of potential transactions and, if determined to be appropriate by the special committee, to make a recommendation regarding a specific transaction to the full board of directors. The special committee then requested seven investment banks to submit written proposals for retention as the special committee’s financial advisor.

        On May 29, 2007, Mr. Glassman delivered a letter to the board of directors containing a proposal to acquire all of Bradley’s outstanding shares of common stock and Class B common stock for $21.50 per share in cash. According to the proposal letter, Mr. Glassman intended to reinvest a substantial portion of his equity ownership of Bradley through that transaction. The proposal letter also stated that Mr. Glassman had received indications of willingness from One Equity Partners LLC (“OEP”) to provide the new cash equity and from Credit Suisse Securities (USA) LLC (“Credit Suisse”) to underwrite the debt financing. Mr. Glassman’s wife, Iris Glassman, and his son Bradley Glassman, an officer of Bradley, formed part of Mr. Glassman’s group. We issued a press release on May 29, 2007 announcing receipt of Mr. Glassman’s proposal. The closing price of our common stock on May 25, 2007, which was the last trading day prior to our announcement of Mr. Glassman’s proposal, was $18.44. The closing price of our common stock on May 29, 2007 following our announcement of Mr. Glassman’s proposal was $22.25.

        On May 31, 2007, the special committee conducted its first meeting at which it interviewed and considered four internationally recognized investment banks for retention as the special committee’s financial advisor. This meeting was the first of 30 special committee meetings convened at least weekly, via teleconference or in person, over the next five months until the execution of the merger agreement with Nycomed US. At the May 31st meeting, the special committee discussed, among other things, the four investment banks’ relevant industry experience, expertise in mergers and acquisition transactions and in advising special committees as well as their independence. Following this discussion, the special committee determined to retain Deutsche Bank Securities Inc. (“Deutsche Bank”) as its financial advisor. The special committee also considered two law firms and, after review of the qualifications and independence of both firms, determined to retain Sills Cummis & Gross P.C. (“Sills Cummis”) as its legal counsel.

        On June 4, 2007, the special committee next met to discuss a response to Mr. Glassman’s proposal and the process to be used to evaluate such proposal as well as other strategic alternatives for Bradley. During the meeting, the representatives of Sills Cummis advised the special committee of its fiduciary duties to our stockholders under Delaware law in connection with a sale of Bradley.

        At the direction of the special committee, Sills Cummis requested that Mr. Glassman produce to the special committee copies of all Bradley materials previously provided by him to OEP and Credit Suisse in the course of the formulation of his bid and that, going forward, he only provide confidential information to OEP and Credit Suisse upon specific written directives from the special committee. On June 8, 2007, Proskauer Rose LLP (“Proskauer Rose”), Mr. Glassman’s counsel, delivered copies of the confidentiality agreements executed by OEP and DLJ Merchant Banking, Inc., an affiliate of Credit Suisse, with Mr. Glassman on behalf of the Company on March 22, 2007 and February 8, 2007, respectively, to Sills Cummis. The requested Bradley materials were provided to Sills Cummis by Proskauer Rose on June 11 and 12, 2007.

        At the June 4, 2007 special committee meeting, the special committee also made a determination to run an auction for the sale of Bradley. During the remainder of June, at the instruction of the special committee, Deutsche Bank contacted 81 potential buyers, including 47 strategic buyers and 34 financial sponsors. These potential buyers were identified by Deutsche Bank with input from the special committee based on, among other things, the potential buyers’ experience in the pharmaceutical markets in which Bradley operates and their perceived ability to complete a potential acquisition. Of these potential buyers, 40 strategic buyers and 31 financial sponsors expressed an interest in Bradley and were provided with non-disclosure agreements. The non-disclosure agreements included a “standstill” provision, which, among other things, would prohibit the potential bidder from acquiring Bradley shares except through the auction process, and a non-exclusive financing provision, which would restrict a bidder from entering into exclusive financing arrangements in connection with a bid for Bradley.

        During the later part of June and the early part of July, Deutsche Bank, based on information provided by our management, prepared a Confidential Information Memorandum to be sent to potential buyers. At its weekly meetings on July 2, 10 and 16, 2007 the special committee discussed in detail the confidential information and documents provided by Mr. Glassman to OEP and Credit Suisse, which included financial projections prepared in February 2007. The February 2007 financial projections exceeded those prepared in July 2007 by management for inclusion in the Confidential Information Memorandum. The special committee determined to include within the Confidential Information Memorandum both the July 2007 financial projections prepared by Bradley management as well as the February 2007 financial projections that were provided to OEP and Credit Suisse by Mr. Glassman. During the last two weeks in July, the Confidential Information Memorandum was sent to the 17 strategic buyers and 14 financial sponsors that executed non-disclosure agreements that contained at least a one-year standstill and a non-exclusive financing provision. A preliminary bid instruction letter accompanied each Confidential Information Memorandum and advised prospective purchasers to submit preliminary written bids for Bradley to Deutsche Bank no later than 5:00 p.m., Eastern Time, on August 8, 2007.

        During this time, Sills Cummis had several discussions with Proskauer Rose and requested, among other things, that Mr. Glassman, OEP and Credit Suisse enter into non-disclosure agreements, containing standstill and non-exclusive financing provisions comparable to those agreed to by other potential buyers. Neither Mr. Glassman nor OEP or Credit Suisse signed such an agreement, and they did not participate further in the special committee’s auction process.

        At its meeting on July 30, 2007, the special committee requested that Deutsche Bank discuss the deteriorating conditions in the credit markets in the United States and globally and their potential impact on the auction and potential bids for Bradley. Deutsche Bank provided a detailed analysis, and concluded that it believed that while financial sponsors may be less likely to bid for Bradley, strategic buyers, especially those with substantial liquidity, would be less likely to alter their interest in Bradley merely because of the changes in the credit markets.

        On August 8, 2007, Deutsche Bank received seven preliminary non-binding first round bids from strategic buyers, including Nycomed, which included six bids for 100% of our outstanding stock with prices ranging from $20.00 to $25.00 per share and one bid to acquire only our Kenwood Therapeutics business. The closing price of our common stock on August 8, 2007 was $15.21.

        On August 9, 2007, the special committee met to review the preliminary bids. After extensive review of the bids, the special committee decided to invite five parties who bid for the entire company to participate in management presentations and to terminate discussions with the sixth bidder for the entire company as the special committee felt that the bid was too low. After being advised that its bid was too low, the sixth bidder raised its bid and was invited to participate in the management presentations as well. The special committee also determined that, although selling assets was a more complex, risky and time-consuming process, Deutsche Bank should hold separate discussions with the buyer interested solely in Kenwood Therapeutics. On August 9, 2007, the special committee issued a press release announcing that it had received preliminary bids for a possible sale of Bradley and was continuing to pursue a possible sale. The closing price of our common stock on August 9, 2007 was $15.29. On August 17, 2007, a bid for only the Doak Dermatologics business was received. After review, the special committee concluded that the Doak Dermatologics-only bid was too low and it was rejected. The closing price of our common stock on August 16, 2007 was $17.84.

        On August 9, 2007, Bradley released its results of operations for the quarter ended June 30, 2007. Bradley reported a net loss of $1.67 million primarily due to a decline in ADOXA ^® product sales. During the second quarter, the ADOXA ^® 150 mg tablets, which accounted for approximately 15% of 2006 gross sales, faced generic competition for the first time. In addition, in April 2007, Bradley implemented a returns and inventory optimization plan designed to reduce future returns by decreasing customer inventory in the channel and to ship products with increased shelf-life to wholesalers by improving product production planning. Bradley believes the implementation of the plan contributed to lower revenues in the second quarter of 2007 compared to prior quarters. In the second quarter of 2007, Bradley also experienced significantly increased selling, general and administrative expenses related to higher salary and salary related expenses, primarily in the sales area, an increased provision for bad debt and higher advertising and promotion expenses, primarily related to the ELESTRIN ^™ launch as well as increases in professional fees primarily related to the auction process. The operating results were lower than consensus analysts’ estimates of net income and revenue. Following the release of such information, all analysts lowered earnings per share estimates for Bradley, citing loss of profitability and uncertain future as the reasons for the downgrade.

        During the weeks of August 13 and 20, 2007, the six bidders and their representatives attended management presentations, and Deutsche Bank and our management were available to address follow-up due diligence questions. In addition, beginning the week of August 20th, the six bidders were provided with access to a virtual data room that contained confidential information regarding our business, operations, plans, financial condition and other related matters. Due to the competitive nature of the pharmaceutical industry and in order to protect both Bradley and the value to be received by the final bidder, the special committee decided, after extensive discussion, to limit access to the most sensitive information about Bradley, such as product pipelines, royalty payments, milestones and distribution agreement terms, during the initial rounds of due diligence.

        Between August 29, 2007 and September 12, 2007, three bidders dropped out of the bidding process including the bidder who was interested in only Kenwood Therapeutics.

        On September 11, 2007, the special committee sent out a final bid letter to the four remaining bidders, including Nycomed, together with a form of merger agreement. The letter requested that each bidder submit a final revised bid together with comments to the merger agreement in the form of a revised agreement that it would be willing to execute. On September 25, 2007, Deutsche Bank received second round bids from Nycomed and another bidder for the acquisition of the entire company for $24.00 per share in cash, together with their mark-ups of the merger agreement. Another of the four final bidders from the first round submitted a letter reaffirming its interest in Bradley but declined to submit a binding bid due to difficulty obtaining financing. The remaining bidder from the first round decided not to submit a second round bid, concluding that it would only be willing to submit a bid in the range of or at a small premium above the then current per share market price. The closing price of our common stock on September 24, 2007 was $17.05.

        The other second round bidder indicated that it would be able to finance its bid through existing cash and debt financing while Nycomed indicated that it would finance its bid using existing cash and committed equity

from its existing equity partners. Both bidders asked for additional due diligence materials. Specifically, both bidders requested the sensitive information that had been withheld from bidders in the second round including pipeline information and royalty rates.

        On September 27, 2007, the special committee met to discuss the remaining two bids, one of which was from Nycomed. The price per share of both of the remaining bids was identical. At that meeting, the special committee decided to send both bidders nearly identical revised merger agreements and discussed the procedures and timing of providing various levels of requested sensitive information.

        In early October 2007, Bradley provided the two bidders with preliminary third quarter financial results in the form of an income statement and limited additional supporting documentation. These preliminary results reflected management’s understanding that third quarter results would miss the Bradley budget, as prepared in July 2007.

        At a special committee meeting on October 4, 2007, Deutsche Bank reported that after several conversations, the other bidder had agreed to provide comments to the proposed merger agreement or set up a conference call to negotiate the merger agreement only after receiving access to Bradley’s sensitive documents. At its meeting on October 4, 2007, the special committee continued to discuss various ways in which the bidders might be provided additional information without prematurely allowing them access to the sensitive information. Sills Cummis reported that negotiations with Nycomed were progressing and that revised drafts of the merger agreement had been exchanged with Nycomed’s counsel, Dorsey & Whitney LLP (“Dorsey & Whitney”), and reported on the material issues raised by the revised merger agreements. Over the next several weeks, representatives from Sills Cummis negotiated with Nycomed’s legal counsel to finalize the terms of the merger agreement. These negotiations focused on, among other things, certainty of closing, provisions relating to deal protection, conduct of business prior to closing and the actions that Nycomed must take to obtain antitrust approval of the transaction.

        On October 9, 2007, the other bidder withdrew its bid and withdrew from the process explaining that after further due diligence it could no longer support its prior valuation of Bradley and its previous bid of $24.00 price per share. As a follow up, Deutsche Bank held conversations with the financial advisor to this bidder. During these conversations, the financial advisor indicated that, while its client could not justify the $24.00 per share price contained in its previously submitted bid, they should be contacted again in the future should the special committee be willing to discuss a value for Bradley in the range of $20.00 to $22.00 per share. Further, the other bidder explained that there were significant contract issues that it did not think could be overcome and that it was unwilling to follow the special committee’s auction process and negotiate the merger agreement before being permitted access to Bradley’s sensitive information. After lengthy deliberations, the special committee decided that the outstanding contract issues, particularly this bidder’s insistence, as a condition of a transaction, on a voting agreement with Daniel Glassman and his family, without the ability to change their vote, if necessary, to comply with any fiduciary obligations, made it inappropriate at that stage of the negotiations to provide this bidder with access to Bradley’s most sensitive information.

        At a special committee meeting held on October 10, 2007, Deutsche Bank reported that Nycomed had expressed concern over the preliminary third quarter financial results (subject to review by external accountants) and requested that it receive the final third quarter results before being asked to submit a final bid. At that meeting, the special committee decided that, given the near final status of the merger agreement negotiations, it would begin to provide limited access to certain of our sensitive information to Nycomed.

        On October 11, 2007, representatives of Nycomed and Dorsey & Whitney were provided limited access to Bradley’s sensitive information at Sills Cummis’ offices in Newark, New Jersey.

        At a special committee meeting held on October 12, 2007, the special committee agreed to provide Nycomed with copies of our preliminary third quarter financial reports in the form that would be submitted to our auditors, when available. On October 20, 2007, preliminary third quarter financial reports were provided to Nycomed as well as supporting detail.

        On October 23, 2007, the special committee received a final binding bid from Nycomed to purchase all of our common stock and Class B common stock for $20.00 per share in cash. The final bid included a revised

merger agreement and executed copies of the equity commitment letters in the form previously agreed. Representatives from Nycomed indicated to representatives of Deutsche Bank on several calls that the offer was its best and final offer and would not be increased. The closing price of our common stock on October 23, 2007 was $16.47.

        On October 24, 2007, Nycomed proposed that Nycomed US Inc. be the purchasing entity and the party to the merger agreement. Nycomed US Inc. is an indirect subsidiary of Nycomed S.C.A., SICAR, the ultimate parent of the Nycomed group. Sills Cummis, on behalf of the special committee, requested non-consolidated financial information for Nycomed US Inc. and other information necessary to assess its financial ability to complete the transaction and fulfill all of Nycomed’s obligations under the merger agreement. Thereafter, Sills Cummis held further negotiations with Dorsey & Whitney, resulting in the parties reaching agreement on October 25, 2007 that Nycomed S.C.A., SICAR would provide Bradley with a guaranty of Nycomed US Inc.’s performance and payment obligations under the merger agreement.

        On the morning of October 24, 2007, the special committee held a meeting at the offices of Sills Cummis in Newark, New Jersey to review the final bid received from Nycomed. Representatives of Sills Cummis advised the special committee of its fiduciary duties to our stockholders under Delaware law in connection with a sale of Bradley. At that meeting, Deutsche Bank summarized the financial implications of Nycomed’s bid and Sills Cummis reviewed the proposed merger agreement and any remaining issues raised by Nycomed’s revised merger agreement. The special committee engaged in extensive discussions regarding the Nycomed proposal and alternatives thereto. In particular, the special committee focused on Bradley’s net losses and other financial results during the last two quarters and the risks associated with our business plan, the fact that the Nycomed proposal represented a 25% premium over the current stock price and the favorable terms and perceived likelihood of consummation associated with the Nycomed proposal. The committee also discussed, and sought Deutsche Bank’s views regarding, whether other bidders who had previously withdrawn from the process might reemerge and provide a superior bid. The committee instructed Deutsche Bank to contact the other bidder that had withdrawn from the final round and inquire as to whether it would be interested in submitting a bid in the $20.00 to $22.00 per share range, and also instructed Deutsche Bank to contact Mr. Glassman and determine if he planned to submit a bid.

        On October 24, 2007 and October 25, 2007, Deutsche Bank had several conversations with the other bidder that had withdrawn from the final round regarding its possible interest in re-entering the process at the lower price and submitting a final bid. During those discussions, Deutsche Bank indicated the special committee’s willingness to discuss providing this bidder with access to Bradley’s sensitive information, on an expedited basis, contemporaneously with merger agreement negotiations. On the afternoon of October 25, 2007, that other bidder called Deutsche Bank and informed them that it would not be submitting a bid and was no longer interested in pursuing a transaction with Bradley. Mr. Glassman also informed the special committee that he did not intend to submit a bid in the auction at that time and that the Committee should proceed with the remaining bidder.

        On October 25, 2007, the special committee held a telephonic meeting to review again the Nycomed proposal and discuss strategic alternatives. Deutsche Bank reviewed in detail certain financial analyses relating to the Nycomed proposal. The special committee also discussed various alternatives to the Nycomed proposal and the likely negative impact on our stock price of certain factors, including, among others, the public release of the lower than expected third quarter financial results and the possible termination of the auction process without a sale. Deutsche Bank also provided the special committee with a detailed analysis of current conditions in the credit markets in the United States, and the special committee concluded that it was highly unlikely that either Mr. Glassman or the bidder who had submitted a letter on September 11, 2007 reaffirming its interest in Bradley (but had declined to submit a binding bid due to difficulty obtaining financing at that time) would be able to reenter the process at the present time and fund either of their bids due to current conditions in the credit markets.

        Between October 25, 2007 and October 27, 2007, Sills Cummis, Morgan Stanley, Nycomed’s financial advisor, Deutsche Bank, Dorsey & Whitney and Nycomed participated in several conference calls to negotiate and finalize the merger agreement and related disclosure schedules.

        On the afternoon of October 28, 2007, the special committee convened a telephonic meeting to consider its recommendation with respect to the approval of the Nycomed proposal, the merger and the merger agreement.

Representatives of Sills Cummis advised the special committee of its fiduciary duties to our stockholders under Delaware law in connection with a sale of Bradley. At the meeting representatives of Deutsche Bank reviewed the history of negotiations and the auction process in general, certain financial analyses of the Nycomed proposal and delivered its opinion to the effect that, as of the date of such opinion, based upon and subject to the assumptions made, matters considered and limits of review set forth therein, the merger consideration of $20.00 in cash per share to be received by the holders of the outstanding shares of Bradley common stock, other than Mr. Daniel Glassman and his affiliates, was fair from a financial point of view. See “ —Opinion of The Special Committee’s Financial Advisor. ” Sills Cummis reviewed with the committee the final changes to the merger agreement and the guaranty, and reported that the merger agreement and disclosure schedules were in substantially final form. Following careful consideration of the proposed merger agreement, the financial analysis and opinion delivered by Deutsche Bank and the various factors described under “ —Reasons for the Merger; Recommendations of Our Special Committee and Board of Directors, ” the special committee by unanimous vote determined that the merger agreement and the merger were advisable and in the best interests of Bradley’s stockholders, approved the merger and the merger agreement, and recommended that the board of directors approve and adopt the merger agreement and the merger.

        On October 29, 2007, Bradley’s board of directors, other than Mr. Glassman, who did not participate, convened to consider the proposed merger with Nycomed. Following discussion and consideration, including of the various factors described under “ —Reasons for the Merger; Recommendation of the Special Committee and Our Board of Directors, ” the board, other than Mr. Glassman who did not participate, unanimously approved and authorized the execution of the merger agreement and resolved to recommend approval and adoption of the merger agreement and the merger to our stockholders on the terms discussed at the board meeting. Following the board meeting, the parties finalized the merger agreement and disclosure schedules and executed the merger agreement.

        On the morning of October 30, 2007, Bradley and Nycomed issued separate press releases announcing the execution of the merger agreement.

        On November 26, 2007, Mr. Glassman advised Bradley that he and the other persons constituting the members of his group had withdrawn their proposal to acquire Bradley and expressed their intention to support the merger with Nycomed.

Reasons for the Merger; Recommendations of Our Special Committee and Board of Directors

        The special committee, consisting solely of disinterested independent directors elected by holders of our common stock, and acting with the assistance of the special committee’s legal and financial advisors in evaluating the merger, has determined that the merger is in the best interest of Bradley and its stockholders, declared it advisable to enter into the merger agreement and recommended, by unanimous vote, that the board of directors approve and adopt the merger and the merger agreement.

        In reaching its determination, the special committee considered the following factors and potential benefits of the merger, each of which the special committee believed supported its decisions:

        The special committee also considered the following potentially negative factors concerning the merger agreement and the merger, including the following:

         The special committee considered all of the factors listed above as a whole and decided that in their totality such factors supported the decision to recommend that the board of directors approve and adopt the merger agreement and the merger. The discussion of the information and factors considered by the special committee is not intended to be exhaustive and may not include all of the factors considered by the special committee. In view of the wide variety of factors considered by the special committee, and the complexity of these matters, the special committee did not find it practicable and did not quantify, rank or otherwise assign relative or specific values to any of the above factors or the other factors considered by it. In addition, the special committee did not reach any specific conclusion on each factor considered, but conducted an overall analysis of these factors. Individual members of the special committee may have given different weight to different factors.

        Our board of directors, based largely on the factors described below, on October 29, 2007, (i) determined in good faith that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interests of our stockholders, (ii) approved and adopted the merger agreement and the transactions contemplated thereby, including the merger, and (iii) recommended approval and adoption of the merger agreement and the merger and the principal terms thereof by our stockholders. In reaching these determinations, our board considered and relied upon, among other factors, (a) the financial presentation of Deutsche Bank that was prepared for the special committee and that was delivered to the board of directors at the request of the special committee, as well as the fact that the special committee received an opinion delivered by Deutsche Bank as to the fairness, from a financial point of view, to our common stockholders (other than Mr. Daniel Glassman and his affiliates) of the merger consideration to be received by such holders in the merger; (b) the unanimous recommendation and analysis of the special committee, as described above; (c) the board of directors’ review of the terms and conditions of the merger agreement; (d) information provided by Sills Cummis and Deutsche Bank regarding the procedures followed by the special committee during the auction process; and (e) the advice of Morrison & Foerster LLP, Bradley’s legal advisor. Mr. Glassman did not participate in our board’s deliberations or voting with respect to the merger.

         The foregoing discussion summarizes the material factors considered by our board of directors in its consideration of the merger. In view of the wide variety of factors considered by our board of directors and the complexity of these matters, our board of directors did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of our board of directors may have assigned different weights to various factors. The board of directors approved and recommends the merger agreement and the merger based upon the totality of the information presented to and considered by it.

Our board of directors recommends that you vote “FOR” approval and adoption of the merger agreement.

        In considering the recommendations of our special committee and our board of directors with respect to the merger, you should be aware that certain of our directors and executive officers have interests in the merger that are different from, or are in addition to, the interests of our stockholders generally. Please see “ — Interests of Bradley Directors and Executive Officers ” below.

Opinion of the Special Committee’s Financial Advisor

        Deutsche Bank has acted as financial advisor to the special committee in connection with the merger. The special committee retained Deutsche Bank to render to it an opinion, as investment bankers, as to the fairness, from a financial point of view, of the Consideration to be received by the stockholders of Bradley, other than Mr. Daniel Glassman and his affiliates (the “Excluded Persons”). As used in this section, the term “Consideration” refers to the $20.00 in cash per share merger consideration contemplated in the merger agreement.

        On October 28, 2007, Deutsche Bank delivered to the special committee its oral opinion, which opinion was subsequently confirmed in writing, that, as of that date and based upon and subject to the assumptions

made, matters considered and limits of review set forth in its written opinion, the Consideration to be received by the holders of outstanding shares of Bradley common stock, other than the Excluded Persons, was fair, from a financial point of view.

         The full text of Deutsche Bank’s written opinion dated October 28, 2007, which discusses, among other things, the assumptions made, matters considered and limits on the review undertaken by Deutsche Bank in connection with the opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. Deutsche Bank’s opinion was addressed to the special committee and was limited to the fairness, from a financial point of view, of the Consideration to be received by the holders of the outstanding shares of Bradley common stock, other than the Excluded Persons, and Deutsche Bank expressed no opinion as to the merits of the underlying decision by Bradley to engage in the merger, the relative merits of the merger as compared to any alternative that might be available to Bradley, the underlying business decision by Bradley to engage in the merger or the terms of the merger agreement or as to how any holder of shares of Bradley common stock should vote with respect to the merger. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by Bradley’s officers, directors or employees, or any class of such persons, in connection with the merger relative to the Consideration. Deutsche Bank’s opinion was authorized for issuance by the Fairness Opinion and Valuation Review Committee of Deutsche Bank. Bradley’s stockholders are urged to read the opinion in its entirety. The following summary of the Deutsche Bank opinion is qualified in its entirety by reference to the full text of the opinion.

        In connection with Deutsche Bank’s role as financial advisor to the special committee, and in arriving at its opinion, Deutsche Bank:

        Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Bradley, including, without limitation, any financial information, forecasts or projections considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank assumed and relied upon the accuracy and completeness of all such information and Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare or obtain any independent evaluation or appraisal of any of the assets or liabilities, of Bradley. With respect to the financial forecasts and projections made available to Deutsche Bank and used in its analyses, Deutsche Bank assumed that they were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Bradley as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and

projections or the assumptions on which they are based. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Deutsche Bank has not agreed or undertaken to update, reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, reaffirm or revise its opinion.

        For purposes of rendering its opinion, Deutsche Bank assumed that, in all respects to its analysis:

Deutsche Bank’s Financial Analysis

        The following is a summary of the material financial analyses underlying Deutsche Bank’s opinion, dated October 28, 2007, delivered to the special committee in connection with the merger at a meeting of the special committee on October 28, 2007. The order of the analyses described below does not represent relative importance or weight given to those analyses by Deutsche Bank or the special committee. The financial analyses summarized below include information presented in tabular format. In order to fully understand Deutsche Bank’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Deutsche Bank’s financial analyses.

         Historical Stock Performance and Premium Paid . Deutsche Bank reviewed and analyzed recent and historical market prices and trading volume of Bradley’s common stock and compared such market prices to the Consideration to be received in connection with the merger. Deutsche Bank evaluated the Consideration in comparison to the market price for the common stock on October 26, 2007, the last trading day prior to the delivery of its opinion; August 9, 2007, the last trading day prior to the special committee’s announcement that it had received non-binding bids and was continuing the sale process; May 25, 2007, the last trading day prior to Mr. Daniel Glassman making his initial offer for all outstanding shares of Bradley common stock; the 10-day and 30-day trading day averages for the period ended October 26, 2007; and the 52-week high and low closing price of the common stock for the period ended October 26, 2007. The results of Deutsche Bank’s analysis are set forth below:

        In addition, Deutsche Bank reviewed the premiums received by shareholders of a select group of target companies in 34 prior transactions in the healthcare and pharmaceutical industries since February 24, 2000 and compared those to the premium represented by the Consideration. The group of target companies were selected from transactions that were 100% cash transactions between $200 million and $700 million with U.S. based target companies. The premiums were calculated based on the value of the consideration offered as compared to the closing price of the target company’s common stock on the trading day prior to the announcement of the transaction. Deutsche Bank observed that for these transactions, the highest one day premium paid was 71.6%, the lowest was 1.7%, the median was 34.3% and the average was 34.2%.

        Deutsche Bank noted that the reasons for, and circumstances surrounding, each of the transactions reviewed were diverse and that the premiums fluctuated based on perceived growth, synergies, strategic value, trading history and other factors. None of the targets in the reviewed transactions is identical to Bradley and, accordingly, Deutsche Bank’s analysis of these transactions necessarily involved complex considerations and judgments concerning the differences in financial and operating characteristics and other factors that would necessarily affect the comparison of the percentage purchase price premium implied by the merger versus the percentage purchase price premiums of these transactions.

         Analysis of Selected Publicly Traded Companies . Deutsche Bank reviewed certain publicly available financial information and compared commonly used valuation measurements for Bradley to corresponding information and measurements for publicly traded companies in the same industry. The publicly traded companies selected in the industry to which Bradley was compared (the “Selected Companies”) consisted of:

        Deutsche Bank reviewed certain historical and projected operating performance characteristics and public market valuation metrics of Bradley and compared them to those same metrics derived from publicly available information for each of the Selected Companies. The trading multiples for Bradley are based on the Consideration of $20.00 in cash per share. Such information included:

        This analysis indicated the low, mean, median and high multiples for the Selected Companies, as compared to the corresponding transaction multiples implied by the Consideration as set forth below:

        None of the companies used in the publicly traded company analysis is identical to Bradley. Accordingly, Deutsche Bank believes the analysis is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Deutsche Bank’s opinion, concerning differences in financial and operating characteristics of the Selected Companies and other factors that could affect the public trading value of the Selected Companies.

         Analysis of Selected Precedent Transactions . Deutsche Bank reviewed the financial terms, to the extent publicly available, of eight merger and acquisition transactions announced since June 9, 2004 in the pharmaceutical and healthcare industries. The transactions were divided into two tiers (“Tier I” and “Tier II,” respectively) based on each target company’s internal growth prospects, research and design capabilities, product concentration and patent risk, with the attributes of the Tier I companies more closely resembling Bradley. The transactions reviewed (the “Selected Transactions”) were:

        Deutsche Bank observed that the ratio of total enterprise value to LTM EBITDA for the Selected Transactions ranged from 5.4x to 9.9x for the Tier I companies and a range of 5.4x to 19.2x for the Tier I and Tier II companies combined, and a median ratio of 7.6x for the Tier I companies and 11.2x for the Tier I and Tier II companies combined. These precedent transaction range and median of multiples were compared to the 11.1x multiple ratio for Bradley at the consideration of $20.00 in cash per share.

        The analysis for the Selected Transactions was based on public information available at the time of announcement of such transactions, without taking into account differing market and other conditions during the period between June 9, 2004 and October 23, 2006, during which the Selected Transactions were announced.

        Because the reasons for, and circumstances surrounding, each of the Selected Transactions analyzed were so diverse, and due to the inherent differences between the operations and financial conditions of Bradley and the companies involved in the selected transactions, Deutsche Bank believes that a comparable transaction

analysis is not simply mathematical. Rather, it involves complex considerations and qualitative judgments, reflected in Deutsche Bank’s opinion, concerning differences between the characteristics of these transactions and the merger that could affect the value of the subject companies and businesses and Bradley.

         Discounted Cash Flow Analysis . Deutsche Bank performed discounted cash flow analyses for Bradley. Deutsche Bank calculated the discounted cash flow values for Bradley as the sum of the net present values of:

        For the purposes of this analysis Deutsche Bank analyzed two different cases. Under the first case, the estimated unlevered future free cash flows were based on the financial projections for Bradley for the years 2008 through 2011 prepared by Bradley’s management (the “Management Case”). Under the second case, Deutsche Bank performed the analysis using financial projections derived from the Sensitivity Case. Deutsche Bank calculated terminal values for Bradley by applying a perpetuity growth rate of 0% to 4.0% and discount rates ranging from 12.0% to 16.0% in both cases. The discount rates applicable to Bradley were selected by performing weighted average cost of capital analyses on Bradley and the Selected Companies.

        The analyses indicated a range of values of approximately $16.91 to $29.89 per share for the Management Case and $12.52 to $21.67 per share for the Sensitivity Case.

         General. The foregoing summary describes all analyses and factors that Deutsche Bank deemed material in its presentation to the special committee, but is not a comprehensive description of all analyses performed and factors considered by Deutsche Bank in connection with preparing its opinion. The preparation of a fairness opinion is a complex process involving the application of subjective business judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. Deutsche Bank believes that its analyses must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying the opinion. In arriving at its fairness determination, Deutsche Bank did not assign specific weights to any particular analyses.

        In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the special committee as to the fairness of the Consideration, from a financial point of view, to the stockholders of Bradley other than the Excluded Persons, and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. In connection with its analyses, Deutsche Bank made, and was provided by Bradley’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond Bradley’s control. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of Bradley or its advisors, neither Bradley nor Deutsche Bank nor any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions.

        The terms of the merger agreement were determined through arm’s length negotiations between Nycomed and the special committee and were approved by our board of directors (other than Mr. Daniel Glassman). Although Deutsche Bank provided advice to the special committee during the course of these negotiations, the decision to enter into the merger agreement was solely that of the special committee and board of directors. As described above, the opinion and presentation of Deutsche Bank to the special committee was collectively only one of a number of factors taken into consideration by the special committee in making its determination with respect to the merger agreement.

        Deutsche Bank’s opinion was limited to the fairness, from a financial point of view, of the Consideration to be received by the holders of the outstanding shares of Bradley common stock, other than the Excluded Persons, and Deutsche Bank expressed no opinion as to the merits of the underlying decision by Bradley to engage in the merger, the relative merits of the merger as compared to any alternative that might be available to Bradley, the underlying business decision by Bradley to engage in the merger or the terms of the Merger Agreement or as to how any holder of shares of Bradley common stock should vote with respect to the merger.

        The special committee selected Deutsche Bank as financial advisor in connection with the merger based on Deutsche Bank’s qualifications, expertise, reputation and experience in mergers and acquisitions. The special committee has retained Deutsche Bank pursuant to a letter agreement dated June 1, 2007. Deutsche Bank will be paid a reasonable and customary fee for its services, a substantial portion of which is contingent upon completion of the merger. Deutsche Bank’s fee in connection with the merger includes $1,000,000 upon delivery of its opinion to the special committee and an amount equal to approximately $3,500,000 if the merger is consummated (against which the opinion fee will be credited). In addition, Bradley has agreed to reimburse Deutsche Bank for its reasonable expenses, including fees and disbursements of counsel, and to indemnify Deutsche Bank and related parties against liabilities, including liabilities under federal securities laws, relating to, or arising out of, its engagement.

        Deutsche Bank is an affiliate of Deutsche Bank AG, which is referred to, together with its affiliates, as the DB Group. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Bradley for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Interests of Bradley Directors and Executive Officers

        When you consider the recommendations of our board of directors, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of other Bradley stockholders. Our board of directors was aware of these interests and considered them when it approved the merger agreement and other transactions contemplated by the merger. These interests are summarized below. Our directors and officers as a group, including Mr. Daniel Glassman, beneficially own approximately 23.2% of our common stock. See “ Security Ownership of Certain Beneficial Owners and Management .”

        In December 2005, we entered into employment agreements with Messrs. Daniel Glassman, Bradley Glassman, Lenczycki and Goldstein and a change of control agreement with Dr. Landau that provide for payments upon a change of control. The change of control provisions in these agreements were designed to offer protection to these employees to recognize their many years of commitment to Bradley and its continuing growth. On October 30, 2007, following approval of the employment agreement by our board of directors on October 29, 2007, we entered into an employment agreement with Dr. Landau that was substantially identical to those already existing with the other executive officers and his change of control agreement terminated.

         Daniel Glassman. Daniel Glassman’s employment agreement was entered into on December 6, 2005. Mr. Glassman’s employment agreement has a three year term and is automatically renewed for additional one year periods, unless terminated by either party, at least 90 days prior to the end of the term. Mr. Glassman’s current annual base salary is approximately $738,700, which is subject to increase according to the policies and practices we may adopt from time to time and at the discretion of our board of directors, and an annual non-accountable expense allowance of $25,000. In addition to providing for an annual base salary, Mr. Glassman is eligible to participate in our bonus and benefit plans. The employment agreement also provided for a grant of options to purchase shares of our common stock or other similar securities on terms and conditions established by the board of directors and compensation committee.

         R. Brent Lenczycki. R. Brent Lenczycki’s employment agreement was entered into on December 6, 2005. Mr. Lenczycki’s employment agreement has a three year term and is automatically renewed for additional one year periods, unless terminated by either party, at least 90 days prior to the end of the term. Mr. Lenczycki’s current annual base salary is approximately $330,000, which is subject to increase according to the policies and

practices we may adopt from time to time and at the discretion of our board of directors. In addition to providing for an annual base salary, Mr. Lenczycki is eligible to participate in our bonus and benefit plans. The employment agreement also provided for a grant of options to purchase shares of our common stock or other similar securities on terms and conditions established by the board of directors and compensation committee.

         Bradley Glassman. Bradley Glassman’s employment agreement was entered into on December 6, 2005. Mr. Glassman’s employment agreement has a three year term and is automatically renewed for additional one year periods, unless terminated by either party, at least 90 days prior to the end of the term. Mr. Glassman’s current annual base salary is approximately $290,000, which is subject to increase according to the policies and practices we may adopt from time to time and at the discretion of our board of directors. In addition to providing for an annual base salary, Mr. Glassman is eligible to participate in our bonus and benefit plans. The employment agreement also provided for a grant of options to purchase shares of our common stock or other similar securities on terms and conditions established by the board of directors and compensation committee.

         Alan Goldstein. Alan Goldstein’s employment agreement was entered into on December 6, 2005. Mr. Goldstein’s employment agreement has a three year term and is automatically renewed for additional one year periods, unless terminated by either party, at least 90 days prior to the end of the term. Mr. Goldstein’s current annual base salary is approximately $302,500, which is subject to increase according to the policies and practices we may adopt from time to time and at the discretion of our board of directors. In addition to providing for an annual base salary, Mr. Goldstein is eligible to participate in our bonus and benefit plans. The employment agreement also provided for a grant of options to purchase shares of our common stock or other similar securities on terms and conditions established by the board of directors and compensation committee.

         Ralph Landau. Dr. Landau entered into an employment agreement with us on October 30, 2007. The employment agreement has a term that ends on December 6, 2008, the same date that the employment agreements for the other executive officers terminate, and is automatically renewed for additional one year periods, unless terminated by either party, at least 90 days prior to the end of the term. Dr. Landau’s current annual base salary is $285,500, which is subject to increase according to the policies and practices we may adopt from time to time and at the discretion of our board of directors. In addition to an annual base salary, Dr. Landau is eligible to participate in our bonus and benefit plans. The employment agreement also provided for a grant of options to purchase shares of our common stock or other similar securities on terms and conditions established by the board of directors and compensation committee.

        Under the employment agreements, upon termination of employment without “cause” or for “good reason” (as such terms are defined in the employment agreements), each of the executive officers will be entitled to: (i) a lump sum cash payment equal to the sum of (a) any accrued but unpaid salary as of the date of such termination, (b) any accrued but unpaid annual cash bonus payable under our EVA Bonus Plan for any annual period ended prior to the date of such termination, and (c) all expenses incurred for which documentation has been or will be provided in accordance with our policies but not yet reimbursed; (ii) a lump sum cash payment equal to the amount payable under our EVA Bonus Plan for the annual period in which such termination occurs, prorated through the date of such termination; (iii) continuation of all perquisites and other Bradley-related benefits to which he was entitled as of the date of his termination through the end of the second calendar year following the year in which his employment terminates; (iv) immediate vesting of all of his stock options or any other equity awards based on our securities; (v) continued participation in, and continuation by us of the payment of the relevant premiums applicable to, the life insurance and health, welfare and medical insurance plans through the end of the second calendar year following the year in which his employment terminates; and (vi) continued participation by him and his dependents in all other Bradley-sponsored health, welfare and benefit plans through the end of the second calendar year following the year in which his employment terminates. In addition to the foregoing payments and benefits continuation, upon termination without “cause” or for “good reason,” each of the executive officers will be entitled to a lump sum cash payment equal to two times the sum of his then current annual salary and the average amount paid to him under our EVA Bonus Plan with respect to the most recent three calendar years. The foregoing payments and benefits are subject to compliance with the applicable provisions of Section 409A of the U.S. Internal Revenue Code, as amended (the “Code”).

        If a “change of control” (as defined below) of Bradley occurs during the term of his employment agreement, and if, during such term and within 12 months after the date on which the “change of control” occurs, his employment is terminated by us without “cause” or by him for any reason, then each of the executive officers, as applicable, will be entitled to the payments and benefits described in the preceding paragraph for a termination without “cause” or for “good reason”.

        In the event that any payment under his employment agreement is subject to the excise tax for golden parachute payments, we will provide the applicable executive officer with a gross-up payment to put him in the same after-tax position as if the payments had not been subject to the excise tax.

        Each of our executive officers has agreed that he will not compete with us for a period of twelve months immediately following the term of his employment agreement; provided, however, that such restriction will not apply if his employment is terminated without “cause” or he terminates his employment for “good reason”, regardless of whether a “change of control” has occurred.

        “Change of Control” is defined in each of the employment agreements as:

        The merger will constitute a “Change of Control” under each of the employment agreements described above. If any of the executive officers’ employment were terminated in accordance with their respective employment agreements, the following table sets forth the payments, on the terms described above, that each of them would generally be entitled to receive. For purposes of this table, (1) salary is based upon the executive officer’s salary as of November 30, 2007, and (2) it is assumed that such employment terminates as of March 31, 2008. Further, all outstanding options will be cancelled in connection with the merger and the amounts attributable to “Vesting of Options” below will have been paid in connection with the closing of the merger and not as part of any “Change of Control” payments.

(footnotes continued on next page)

        In addition, upon consummation of the merger, the unvested stock options granted to the directors will vest upon execution of the merger. The directors named below (which excludes Mr. Daniel Glassman, who is included in the above table) will be entitled to the following payments with respect to their options, which excludes payments related to any common stock held by such directors:

Effects of the Merger

        As a result of the merger, our stockholders will not have an opportunity to continue their equity interest in Bradley as an ongoing corporation and, therefore, will not share in the future earnings and potential growth of Bradley. Upon consummation of the merger, our shares of common stock will no longer be traded on The New York Stock Exchange. Furthermore, following the merger and the termination of the registration of our shares of common stock under the Exchange Act, we will no longer be a reporting company under the Exchange Act.

Material U.S. Federal Income Tax Consequences

General

        This discussion assumes that you hold your shares of Bradley common stock as a capital asset within the meaning of Section 1221 of the Code. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances, or that may apply to you if you are subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, dealers in securities or foreign currencies, tax-exempt organizations, financial institutions, mutual funds, stockholders subject to the alternative minimum tax, persons (other than non-U.S. holders (as defined below)) that have a functional currency other than the U.S. dollar, partnerships or other pass through entities for U.S. federal income tax purposes, U.S. expatriates and former long-term residents of the United States, stockholders who hold shares of Bradley common stock as part of a hedge, straddle, constructive sale or

conversion transaction, or stockholders who acquired their shares of Bradley common stock through the exercise of employee stock options or other compensation arrangements). This discussion does not address the tax treatment of holders who exercise appraisal rights in the merger, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws that may apply to you other than those pertaining to the U.S. federal income tax. We urge you to consult your tax adviser to determine the particular tax consequences to you, including the application and effect of any state, local or foreign and other tax laws, of the receipt of cash in exchange for Bradley common stock pursuant to the merger.

        For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of a share of Bradley common stock that is, for U.S. federal income tax purposes:

        For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of a share of Bradley common stock that is:

        If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds Bradley common stock, the tax treatment of a partner generally will depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding Bradley common stock, you should consult your tax advisors.

         U.S. holders. The receipt by a U.S. holder of cash for Bradley common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss in an amount equal to the difference between the cash received by the stockholder pursuant to the merger and the stockholder’s adjusted tax basis in Bradley common stock tendered pursuant to the merger. That gain or loss will be a capital gain or loss and will be long-term capital gain or loss if you have held your Bradley common stock for more than one year at the time of the merger. Long-term capital gains of non-corporate holders, including individuals, are eligible for reduced rates of taxation. The deductibility of a capital loss is subject to limitations under the Code. If you acquired different blocks of Bradley common stock at different times or different prices, you must determine your adjusted tax basis and holding period separately with respect to each block of Bradley common stock that you own. Stockholders are urged to consult their own tax advisers as to the federal income tax treatment of a capital gain or loss.

         Non-U.S. holders. A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on a disposition of Bradley common stock pursuant to the merger unless:

        If the gain is effectively connected with a trade or business conducted by the non-U.S. holder in the United States, and the gain is attributable to a permanent establishment or fixed base of the non-U.S. holder maintained in the United States if that is required by an applicable income tax treaty as a condition to subjecting that non-U.S. holder to U.S. federal income tax on a net income basis, the non-U.S. holder generally will be taxed at the graduated U.S. federal income tax rates applicable to U.S. persons and, if the non-U.S. holder is a foreign corporation, the additional 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) may apply.

Information Reporting and Backup Withholding

        Proceeds from the exchange of shares for cash pursuant to the merger that are paid to a U.S. holder (other than certain exempt recipients, such as corporations) generally are subject to information reporting and, if the U.S. holder fails to provide a valid taxpayer identification number and comply with certain certification procedures or otherwise establish an exemption, to backup withholding at the applicable rate (currently 28%). A non-U.S. holder may also be subject to information reporting and backup withholding at the applicable rate with respect to proceeds from the exchange of shares for cash pursuant to the merger.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be refunded or credited against the holder’s U.S. federal income tax liability if certain required information is furnished to the U.S. Internal Revenue Service in a timely manner. Holders are urged to consult their own tax advisers regarding the application of backup withholding in their particular circumstances and the availability of and procedure for obtaining an exemption from backup withholding under current treasury regulations.

        Because individual circumstances may differ, each holder of Bradley common stock is urged to consult such holder’s tax adviser as to the particular tax consequences to such holder of the merger, including the application and effect of state, local, foreign and other tax laws.

Appraisal Rights

        Holders of shares of Bradley common stock who do not vote in favor of adoption of the merger agreement and who properly demand appraisal of their shares in accordance with the procedures under Section 262 of the General Corporation Law of the State of Delaware (“DGCL Section 262”) will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger. A copy of DGCL Section 262 is attached to this proxy statement as Annex D. Holders of stock options for Bradley common stock are not entitled to appraisal rights with respect to such options.

        Below is a summary of the steps you must take if you are a Bradley stockholder and you wish to exercise your appraisal rights. You are strongly urged to read DGCL Section 262 carefully and in its entirety if you are considering the exercise of your appraisal rights. Failure to comply with the procedures set forth in Section 262 may terminate your appraisal rights.

You must make a written demand for appraisal.

        You must deliver a written demand for appraisal to Bradley Pharmaceuticals, Inc. at 383 Route 46 West, Fairfield, NJ 07004, Attention: Alan S. Goldstein, Secretary, before the vote on the merger is taken at the Special Meeting. A vote against the merger alone will not constitute a valid demand for appraisal, and you therefore must provide written notice separate from your proxy. A demand for appraisal should be signed by or on behalf of the stockholder exactly as the stockholder’s name appears on the stockholder’s stock certificates. If the shares are

owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be executed in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including one or more joint owners, may execute a demand for appraisal on behalf of a record holder; however, in the demand, the agent must identify the record owner or owners and expressly disclose that the agent is executing the demand as an agent for the record owner or owners. If the shares are held in “street name” by a broker, bank or nominee, the broker, bank or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought and where no number of shares is expressly mentioned the demand will be presumed to cover all shares of Bradley common stock held in the name of the record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

You must refrain from voting for approval of the merger.

        You must not vote your shares of Bradley common stock for approval of the merger. You can terminate your right to appraisal, even if you have previously filed a written demand for appraisal, if you return a signed proxy and:

        Because a signed proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the merger agreement, if you wish to exercise the right to dissent from the merger and demand appraisal rights under DGCL Section 262, you must vote against the adoption of merger agreement or abstain from voting on the merger agreement proposal.

You must continuously hold your shares of Bradley common stock.

        You must continuously hold your shares of Bradley common stock from the date you make the demand for appraisal through the completion of the merger.

You must petition the Delaware Court of Chancery.

        If you and Bradley cannot agree on the fair cash value of your dissenting shares, then within 120 days after the effective date of the merger, either the surviving corporation in the merger or any stockholder who has complied with the conditions of DGCL Section 262 may file a petition in the Delaware Court of Chancery. The petition should request that the court determine the value of the shares of stock held by all of the stockholders who are entitled to appraisal rights. Bradley has no intention at this time, or any obligation, to file such a petition. If you and Bradley cannot agree on such a fair cash value and you do not file a petition within 120 days after the effective date of the merger, you will lose your appraisal rights.

Appraisal of shares.

        If a petition for appraisal is timely filed, the Delaware Court of Chancery will determine the stockholders who are entitled to appraisal rights. The Delaware Court of Chancery will then determine the fair value of the applicable shares held by the dissenting stockholders, exclusive of any value arising from the accomplishment or expectation of the merger, but together with a fair rate of interest, if any, to be paid on the amount determined to be the fair value. In determining fair value, the court will consider all relevant factors, and there is extensive case law regarding the methodology and factors that the court can consider. The Delaware Court of Chancery may determine the fair value to be more than, the same as, or less than the merger consideration. The costs and expenses of the appraisal proceeding may be assessed against Bradley and the dissenting stockholders, as the court deems equitable under the circumstances. However, you may request that the Delaware Court of Chancery allocate the expenses of the appraisal action incurred by any stockholder against the value of all of the shares entitled to appraisal.

Withdrawal of demand.

        You may withdraw your demand for appraisal and accept the merger consideration by delivering to Bradley a written withdrawal of your demand, except that (1) any attempt to withdraw your demand for appraisal made more than 60 days after the completion of the merger will require the written approval of Bradley, and (2) an appraisal proceeding in the Delaware Court of Chancery cannot be dismissed unless the court approves such dismissal.

         Failure to follow the steps required by DGCL Section 262 for exercising appraisal rights may result in the loss of such rights (in which event a Bradley stockholder will be entitled to receive the applicable merger consideration with respect to such dissenting shares in accordance with the merger agreement). In view of the complexity of the provisions of DGCL Section 262, Bradley stockholders who are considering objecting to the merger are urged to consult their own legal advisors.

Certain Stockholder Lawsuits

        Five complaints have been filed in connection with Daniel Glassman’s May 29, 2007 public announcement disclosing his intent to propose an acquisition of our outstanding shares. The complaints allege that the genesis and consideration of this proposal are breaches of fiduciary duties by our board of directors and that the proposed transaction does not meet the entire fairness standard. The complaints seek, among other relief, to enjoin defendants from further breaching their fiduciary duties and from consummating Mr. Glassman’s proposal. Four of those complaints are styled as class actions and were filed in the Law or Chancery divisions in New Jersey state court. The complaints were consolidated in the Law Division and have been adjourned pending a conference with the judge scheduled for December 14, 2007. The fifth complaint is styled as both a class and derivative action and was filed in the United States District Court of New Jersey. In the federal action, plaintiff has until December 14, 2007 to file an amended complaint and defendants have until January 18, 2008 to answer or otherwise respond to the amended complaint.

Approvals

        On November 20, 2007, Nycomed US and Bradley filed the required notification and report forms with the Antitrust Division of the U.S. Department of Justice and the FTC under the HSR Act and requested early termination of the waiting period, which was granted. On November 27, 2007, the FTC requested additional information regarding the merger. Bradley and Nycomed US each submitted supplementary materials on November 30, 2007. On December 5, 2007, the FTC Premerger Notification Office granted early termination of the waiting period.

        The proposed merger is also subject to the German Act Against Restraints of Competition, which requires certain transactions to be notified to the Federal Cartel Office of the Federal Republic of Germany (the “Federal Cartel Office”). During an initial one month review period, a transaction that is subject to notification to the Federal Cartel Office may be completed only after the Federal Cartel Office has granted clearance of the transaction or if the Federal Cartel Office fails to inform the notifying party within the review period that it intends to initiate main examination proceedings. In the event that such proceedings are initiated, the transaction may be completed upon clearance or if the Federal Cartel Office fails to prohibit the transaction within four months after initiation of such proceedings. Nycomed US and Bradley filed the required information for notifying the Federal Cartel Office of the merger on December 5, 2007; the initial one month period is expected to expire on January 4, 2008 and may be extended if the Federal Cartel Office requests further information on the transaction.

        The proposed merger is also subject to the Italian Competition Act, which requires certain transactions to be notified to the Italian Antitrust Authority (“IAA”). Under the Italian pre-merger control rules, the transaction does not need to be suspended during the review period. However, if the IAA does not approve a transaction within 30 days after a filing, it may open a second phase investigation and suspend the effects of a transaction pending further investigation during an additional 45 day period. Both periods may be extended if the IAA requests further information. Nycomed US made the required filing on December 5, 2007; the initial 30 day period is expected to expire on January 4, 2008. Nycomed US and Bradley have also made appropriate filings under applicable Argentine antitrust requirements.

        The merger agreement also requires that Bradley and Nycomed US file and record all required merger documents as required under the DGCL and that Bradley obtain clearance by the NJ DEP under the New Jersey Industrial Site Recovery Act, if required.

        We are not aware of any other significant government or regulatory approvals that need to be obtained, or waiting periods with which we need to comply, to complete the merger. If we discover that other approvals or waiting periods are required, we will seek to obtain or comply with them. If any approval or action is needed, however, we may not be able to obtain it. Even if we could obtain the approval, conditions may be placed on it that could cause us or Nycomed US to abandon the merger even if we receive stockholder approval.

Source of Funds; Guaranty

        Nycomed US has represented and warranted that it has obtained sufficient equity financing commitments for the merger transaction, and has provided copies of the equity commitments to Bradley. Bradley will not have responsibility for any financing that Nycomed US or Merger Sub may raise in connection with the merger, and Nycomed US and Merger Sub will use their best efforts to take all actions to maintain any financing and the financing commitments in effect, to enter into definitive financing agreements, and to consummate the financing at or prior to the effective time. Nycomed US and Merger Sub will not amend or grant any waiver under the financing commitments or the final financing documentation in a manner that would reduce the aggregate amount of available financing or delay or prevent the closing of the merger or that is otherwise adverse to Bradley in any material respect. Bradley will reasonably cooperate in connection with the financing, at Nycomed US’s and Merger Sub’s expense. In addition, the payment and performance obligations of Nycomed US are guaranteed by Nycomed. A copy of the Guaranty is attached as Annex B to this proxy statement. For a more detailed description, see “ The Merger Agreement — Nycomed US Financing. ”

THE MERGER AGREEMENT

         The summary of the material terms of the merger agreement below is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement, and which we incorporate by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to carefully read the merger agreement in its entirety.

The Merger

        Merger Sub will be merged with and into Bradley, and Bradley, as the surviving corporation, will continue to exist following the merger as a wholly owned subsidiary of Nycomed US. Upon consummation of the merger, the directors of Merger Sub will be the initial directors of the surviving corporation. The merger will be effective at the time the certificate of merger is filed with the Secretary of State of the State of Delaware.

Conversion of Securities and Merger Consideration

        Each share of Bradley common stock and Class B common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $20.00 in cash, without interest and less certain applicable withholding taxes, other than the following shares:

        At the effective time of the merger, Nycomed US will deposit the aggregate merger consideration with a paying agent that will pay the merger consideration to our stockholders upon surrender of their stock certificates.

Stock Options and Warrants

        Under the merger agreement, unless otherwise agreed by Bradley and Nycomed US, immediately prior to the effective time of the merger, all outstanding options to acquire Bradley common stock under Bradley’s stock option plans, whether vested or unvested, will be cancelled, and converted into the right to receive, within five days after the effective time of the merger, a cash payment equal to the number of shares of our common stock underlying options multiplied by the amount (if any) by which $20.00 exceeds the exercise price per share, without interest and less any applicable withholding taxes. In addition, Bradley shall use its reasonable best efforts to cause to be exercised all outstanding warrants to purchase shares of our common stock.

        In order to have all stock options available for cancellation, as is required under the merger agreement, we plan to commence a tender offer, as soon as practicable, to purchase all outstanding options (that do not expire by their terms at or prior to the completion of the merger) issued under our 1990 Employee Stock Option Plan and our 1999 Stock Option Plan. We intend to offer in cash (1) $0.35 per option for each option with an exercise price of greater than $20.00 and (2) an amount equal to the “spread value” per option for each option with an exercise price of less than $20.00, with the spread value being equal to the excess of $20.00 over the exercise price of such option, less in both cases, applicable withholding tax. The completion of the tender offer will be conditioned upon and will occur simultaneously with the closing of the merger. At the Record Date, there were options to purchase _______ shares outstanding and issued pursuant to these plans, of which options to acquire ________ shares have exercise prices greater than $20.00 per share. We also have warrants to acquire 6,000 shares of common stock outstanding that will expire in July 2008 and have an exercise price per share of less than $20.00. These warrants will remain outstanding unless exercised prior to the merger.

Representations and Warranties of Bradley

        In the merger agreement, we make representations and warranties (with the exceptions set forth in Bradley’s disclosure schedules) relating to, among other things:

        Some of our representations and warranties are qualified by a material adverse effect standard. For purposes of the merger agreement, “Company Material Adverse Effect” means any event, development, state of facts, occurrence or change that is or would reasonably be expected to be, individually or in the aggregate, materially adverse to the business, assets, condition (financial or otherwise) or results of operation of Bradley and its subsidiaries, taken as a whole, other than the following or to the extent resulting from the following:

        Bradley’s representations and warranties terminate at the effective time of the merger. Bradley does not make any representations or warranties as to any matter except as expressly set forth in the merger agreement.

Representations and Warranties of Nycomed US and Merger Sub

        Nycomed US and Merger Sub each make representations and warranties relating to, among other things:

        Nycomed US’s and Merger Sub’s representations and warranties terminate at the effective time of the merger. Neither Nycomed US nor Merger Sub makes any representations or warranties as to any matter except as expressly set forth in the merger agreement.

Guaranty

        At the execution of the merger agreement, Nycomed S.C.A., SICAR executed a guaranty dated the date of the merger agreement, with respect to the performance by Nycomed US and Merger Sub of their obligations in favor of Bradley under the merger agreement. The guarantor guarantees to Bradley the performance of all obligations of Nycomed US and Merger Sub to Bradley arising under the merger agreement. The guaranty is an unconditional and continuing guarantee of the full and timely payment and performance of those obligations and not a guarantee of collection of any payment. A copy of the Guaranty is attached as Annex B to this proxy statement.

Conduct of Business Pending the Merger

        The merger agreement provides that prior to consummation of the merger, Bradley’s business must be conducted in all material respects in the ordinary course of business and in a manner consistent with past practice. In addition, Bradley and its subsidiaries may not (with the exceptions set forth in its disclosure schedules):

Covenants of the Parties

        The merger agreement contains the following covenants of the parties:

No Solicitation/“Fiduciary Out Right to Terminate”

        We agree not to solicit, negotiate, have any discussions or enter into any transaction with respect to any Acquisition Proposal. As defined in the merger agreement, “Acquisition Proposal” means any proposal or offer from any person (other than Nycomed US or its affiliates) relating to (i) any acquisition or purchase of (A) 20% or more of the assets of Bradley and its subsidiaries, taken as a whole, (B) 20% or more of our common stock then outstanding, (C) more than 50% of our Class B common stock then outstanding or (D) 25% or more of the equity securities of any Bradley subsidiary then outstanding, (ii) any tender or exchange offer that if consummated would result in any person beneficially owning (A) 20% or more of our common stock then outstanding, (B) more than 50% of our Class B common stock then outstanding or (C) 25% or more of the equity securities of any Bradley subsidiary then outstanding or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Bradley (other than the transactions contemplated by the merger agreement).

        Notwithstanding the foregoing restrictions, at any time prior to the approval of the merger agreement by our stockholders, we are permitted to furnish information with respect to Bradley to any person making an

Acquisition Proposal that did not result, directly or indirectly, from a breach of our obligations under the solicitation provisions of the merger agreement; and participate in discussions or negotiations with the person making such Acquisition Proposal regarding such Acquisition Proposal (provided that we enter into a confidentiality agreement with such person and promptly provide to Nycomed US any non-public information provided to such person that was not previously provided to Nycomed US), and so long as:

Board Recommendation of Withdrawal and Termination in Connection with a Superior Proposal

        The merger agreement provides that our board (or a committee of the board) may not:

        Notwithstanding the foregoing, Bradley’s board may:

Director and Officer Liability

        For six years after the effective time of the merger, the certificate of incorporation and bylaws of the surviving corporation will contain provisions no less favorable with respect to the indemnification and exculpation of directors and officers than are contained in Bradley’s certificate of incorporation and bylaws on the date of the merger agreement. After the effective time, Nycomed US will cause the surviving corporation to indemnify each present and former director, officer and employee of Bradley against costs, claims and liabilities in connection with any litigation or claim arising out of any act or omission occurring before or at the effective time.

        Prior to the effective time, Nycomed US will, after consultation with Bradley, either (a) purchase a fully prepaid six-year “tail” insurance policy with respect to directors’ and officers’ liability insurance in amount and

scope at least as favorable as our existing policy or (b) maintain our existing directors’ and officers’ liability insurance for at least six years after the effective time; provided that Nycomed US is not required to pay more than 300% of Bradley’s current annual premium in order to do so.

Employee Benefit Matters

        For one year after the effective time of the merger, Nycomed US must maintain for our employees, salaries, employee benefits and incentive opportunities (other than equity-based compensation) that are substantially comparable in the aggregate to those provided to such employees immediately prior to the effective time. Employees of Bradley will receive credit for accrued service for all purposes in determining employee benefits to the same extent recognized by Bradley prior to the effective time. Nycomed US will waive or use reasonable best efforts to have waived all limitations as to preexisting and at-work conditions under welfare benefit programs.

Regulatory Filings

        Nycomed US and Bradley must use best efforts to make the filings required under the HSR Act, and must use reasonable best efforts to resolve any objections to the merger transaction asserted by any governmental authority under the HSR Act or under any other U.S. or foreign law, including applicable German, Italian and Argentine antitrust laws. Nycomed US must commit to all divestures, licenses or hold separate arrangements with respect to its assets or conduct of business arrangements which are a condition to cause the expiration of the waiting period under the HSR Act or to obtain any other required governmental consents or approvals; provided such would not result in a substantial detriment. The term “substantial detriment” means an impairment of the expected benefit of the merger to Nycomed US or any event or occurrence which would reasonably be expected to have a material adverse impact on Bradley, Nycomed US or their respective subsidiaries. Any requirement to divest, license or hold separate assets or conduct of business arrangements of Nycomed US in an amount which if a comparable amount of Bradley’s assets or conduct of business arrangements were required to be divested, licensed or held separate would likely be deemed to have a material adverse effect on Bradley at or after the effective time shall be deemed a substantial detriment. Bradley is also obligated to divest assets if requested by Nycomed US in furtherance of such purposes, but only if the merger is consummated.

        The proposed merger is also subject to certain German, Italian and Argentine antitrust laws, and Nycomed US and Bradley have filed the required information for notifying the applicable regulatory authorities in these countries.

Nycomed US Financing

        Nycomed US also represents and warrants that it has obtained sufficient equity financing commitments for the merger transaction. Nycomed US’s obligations under the merger agreement are not subject to any financing contingency. We will have no responsibility for any financing that Nycomed US or Merger Sub may raise in connection with the merger. Nycomed US and Merger Sub will use their best efforts to take all actions to maintain any financing and the financing commitments in effect, to enter into definitive financing agreements, and to consummate the financing at or prior to the effective time of the merger. Nycomed US and Merger Sub will not amend or grant any waiver under the financing commitments or the final financing documentation in a manner that would reduce the aggregate amount of available financing or delay or prevent the closing of the merger or which is otherwise adverse to Bradley in any material respect. Bradley will reasonably cooperate in connection with the financing, at Nycomed US’s and Merger Sub’s expense.

        If the financing or financing commitments expire or are terminated prior to the closing of the merger, Nycomed US and Merger Sub must notify us and promptly arrange for alternative financing (in sufficient amount and with no more onerous or additional conditions than are in the financing).

Conditions to the Merger

        The obligations of Bradley, Nycomed US and Merger Sub to consummate the merger are subject to satisfaction or waiver of the following conditions:

        The obligations of Nycomed US and Merger Sub to consummate the merger are subject to satisfaction or waiver of the following conditions:

        Our obligations to consummate the merger are subject to satisfaction or waiver of the following conditions:

Termination by Nycomed US

        The merger agreement may be terminated by Nycomed US and the merger abandoned at any time prior to the effective time as follows:

Termination by Bradley

        The merger agreement may be terminated by Bradley and the merger abandoned at any time prior to the effective time as follows:

Termination by Either or Both Parties

        The merger agreement may be terminated by either or both parties and the merger abandoned at any time prior to the effective time as follows:

Termination Fee Payable to Nycomed US

        We are required to pay Nycomed US a termination fee in the amount of 3.0% of the aggregate merger consideration in the event that the merger agreement is terminated:

Amendments and Waivers

        The merger agreement may be amended by the parties by or on behalf of each party’s respective board of directors at any time prior to the effective time of the merger, as long as after Bradley’s stockholders’ adoption of the agreement, no amendment may be made except as allowed under applicable law. To be valid, any amendment must be in writing and signed by all parties to the merger agreement.

        Any party to the merger agreement may (i) extend the time for the performance of any obligation or other act of any of the other parties to the agreement, (ii) waive any inaccuracy in the representations and warranties of any other party named in the merger agreement or in any document delivered under the terms of the merger agreement and (iii) waive compliance with any agreement of any other party or any condition to its own obligations contained in the merger agreement. To be valid, any waiver must be in writing and signed by the party or parties to be bound by the waiver.

Governing Law

        The merger agreement is governed by Delaware law.

Expenses, Sole and Exclusive Remedy and Specific Performance

        If either Bradley or Nycomed US terminates the merger agreement as a result of a breach by the other party, the breaching party must reimburse the terminating party for its reasonable and documented out-of-pocket expenses in connection with the merger agreement and the merger. Our maximum aggregate liability to Nycomed US and Merger Sub for any losses or damages (including such expenses) in connection with the merger agreement (and the sole and exclusive remedy of Nycomed US and Merger Sub) is limited to either (i) 3.0% of the aggregate merger consideration or (ii) payment of the termination fee (i.e., 3.0% of aggregate merger consideration), if applicable. Either party is entitled to seek specific performance of the terms of the merger agreement.

        There is no limitation on Nycomed US’s liability in connection with the merger agreement.