Exhibit 10.64
 EXECUTIVE MANAGEMENT INCENTIVE AWARD PROGRAM
 Introduction
   Administration
  Eligibility to Participate
 Attachment I
  1.
    
    unless the Committee shall determine otherwise, an EMIA may be
established for a Top Executive after 90 days have elapsed since January 1 only if
75.1% or more of the performance time period is remaining at the time the EMIA is
established, in accordance with Treas. Reg. § 1.162-27(e);2.
    
    any executive hired after September 30 of a given year is ineligible for
an EMIA during that Program Year; and3.
    
    any employee of the Company promoted into an EMIA-eligible position who
becomes an Participant (but who is not a Top Executive) shall participate prorata in
the EMIA program and in any other cash incentive plan in which the employee
participated immediately prior to becoming an Participant.




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Objectives
 Attachment II
  Weighting of Objectives
 Attachment III Attachment III
 Determination of Award Amounts
  EMIA Payout($) =
    
    Base salary earned during Program Year ($)
x Weighted Objective Achievement Percentage (%)
  Weighted Objective Achievement Percentage
 Attachment IV
   Attachment IV
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Eligibility for EMIA Payout
  1.
    
    In the case of any Top Executive, EMIA Payouts shall be contingent upon
the Committees approval of the Top Executives Weighted Objective Achievement
Percentage.2.
    
    In the case of each other Participant, EMIA Payouts shall be contingent
upon the determination of the Chief Executive Officer, or his designee, of the
Participants Weighted Objective Achievement Percentage.
  1.
    
    Death.In the event that a Participant has died as of the date of his or
her EMIA Payout, if any, it shall be paid to his or her estate. In the event of a
Participants death before December 31 of the Program Year, a prorata portion of the
Participants target payout percentage, as indicated on Attachment IV,
reflecting the Participants time in service during the performance year, shall be
paid to his or her estate as soon as reasonably practicable.2.
    
    Termination Due to Incapacity. In the event that a Participant has been
terminated due to incapacity (as evidenced by the judgment or decree of a court of
competent jurisdiction) as of the date of his or her EMIA Payout, if any, it shall
be paid to his or her legal guardian or appointed representative. In the event of a
Participants termination due to incapacity before December 31 of the Program Year,
a prorata portion of the Participants target payout percentage, as indicated on
Attachment IV, reflecting the Participants time in service during the
performance year, shall be paid to his or her legal guardian or appointed
representative as soon as reasonably practicable.3.
    
    Termination Due to Disability.In the event of a Participants
termination due to Disability before December 31 of the Program Year, a prorata
portion of the Participants target payout percentage, as indicated on
Attachment IV, reflecting the Participants time in service during the
performance year, shall be paid to the Participant as soon as reasonably practicable
following termination.4.
    
    Approved Retirement. In the event of a Participants Approved Retirement
before December 31 of the Program Year:
 a.
    
    if the Participant is not a Top Executive, a prorata
portion of the Participants target payout percentage, as indicated on
Attachment IV, reflecting the Participants time in service during
the performance year, shall be paid to the Participant as soon as reasonably
practicable following retirement.b.
    
    if the Participant is a Top Executive, a prorata portion
of the Participants payout percentage, as indicated on Attachment
IV, reflecting the Participants time in
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service during the performance year and the results of the Objectives
applicable to the Participant for the Program Year at the completion of the
performance period, shall be paid to the Participant as soon as reasonably
practicable following completion of the Program Year during which retirement
occurs.
 5.
    
    Qualifying Separation. In the event of a Participants Qualifying
Separation (as such term is defined in the King Pharmaceuticals, Inc. Severance Pay
Plan then applicable to the Participant (the Severance Plan)) for any reason,
other than Cause (as such term is defined in the Severance Plan), before December 31
of the Program Year:
 a.
    
    if the Participant is not a Top Executive, a prorata
portion of the Participants target payout percentage as indicated on
Attachment IV, reflecting the Participants time in service during
the performance year, shall be paid to the Participant as soon as reasonably
practicable after the Qualifying Separation occurs.b.
    
    if the Participant is a Top Executive, a prorata portion
of the Participants payout percentage as indicated on Attachment
IV, reflecting the Participants time in service during the performance
year and the final results of the Objectives applicable to the Participant
at the completion of the performance period, shall be paid to the
Participant as soon as reasonably practicable following completion of the
Program Year during which the Qualifying Separation occurs.
 Timing of EMIA Payout
  Tax Matters
   Other Matters
  4




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Attachment I  Top Executives
 Adopted:
    
    12/3/2009Effective:
    
    1/1/2010
 
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Attachment II  Objectives
 Adopted:
Effective:
 7




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Attachment III  Objectives Weighting Table
 Adopted:
Effective:
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Attachment IV  Achievement Percentage Table
 Adopted:
    
    12/3/2009Effective:
    
    1/1/2010
 ACHIEVEMENT PERCENTAGEPOSITION
    
    THRESHOLD
    
    TARGET
    
    STRETCHPresident & Chief Executive Officer
    
    
    50
    %
    
    
    100
    %
    
    
    200
    %Chief Financial Officer
    
    
    35
    %
    
    
    70
    %
    
    
    140
    %Chief Commercial Officer
    
    
    30
    %
    
    
    60
    %
    
    
    120
    %President, Animal Health
    
    
    30
    %
    
    
    60
    %
    
    
    120
    %Chief Science Officer
    
    
    30
    %
    
    
    60
    %
    
    
    120
    %Chief Legal Officer
    
    
    30
    %
    
    
    60
    %
    
    
    120
    %EVP Level 1
    
    
    25
    %
    
    
    50
    %
    
    
    100
    %
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