Exhibit 10.22

Vice President — Restricted Stock


WATSON Pharmaceuticals, Inc.


AMENDMENT AND RESTATEMENT OF THE 2001 INCENTIVE
AWARD PLAN


NOTICE OF GRANT AND SIGNATURE PAGE


Congratulations, you (“Holder”)
have been granted an award of restricted shares of Common Stock of Watson
Pharmaceuticals, Inc., a Nevada corporation (the “Company”), subject to the
restrictions imposed under this Notice of Grant and Signature Page and the
Award Agreement (the “Restricted Stock” award). 
The Restricted Stock award is subject to the terms and conditions of the
Award Agreement, and the Amendment and Restatement of The 2001 Incentive Award
Plan of the Company, as amended from time to time (the “Plan”), which are
attached hereto as Exhibit 1-A and 1-B, respectively, and of which
this Notice of Grant and Signature Page is a part.  By signing this Notice of Grant and Signature
Page and the applicable Exhibits, you represent and warrant to the Company that
you have read the Award Agreement, the Plan and the other Exhibits and agree to
be bound by their terms and conditions. 
Capitalized terms not otherwise defined in this Notice of Grant and
Signature Page shall be as defined in the Plan, the Award Agreement and the
Exhibits.


Subject to the terms and
conditions of the Award Agreement, the Plan and the Exhibits, the terms and
conditions of this Restricted Stock award are set forth below:


Holder’s
Name: [First Name and Last Name]                   Total
Number of Shares Granted:                     
..


Date of Grant: [Month,
Day, Year]


Subject
to the terms and restrictions of the Award Agreement, the Plan and the
Exhibits, this Restricted Stock award shall become vested in accordance with
the following schedule: 


	
   On This Date, or upon Achievement of
  this Performance Target

  	
   

  	
  This
  Restricted Stock Award Shall Become

  Vested with Respect to the Following

  Number of Shares on each Date Shown,

  or upon the Achievement of each

  Performance Target Shown (as Applicable)

  
	
  [Month, Day, Year][Performance Target]

  	
   

  	
  [Number]
  

  
	
  [Month, Day, Year][Performance Target]

  	
   

  	
  [Number]

  
	
  Total Share

  	
   

  	
  [Total]

  



 


NOTE, schedule does not reflect cumulative
vesting.


IN
WITNESS WHEREOF, the Company has granted this Restricted Stock award, subject
to the terms and conditions set forth herein, on the date of grant specified
above.


WATSON PHARMACEUTICALS,
INC.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Allen Chao, Ph.D.,

  Chairman and Chief Executive Officer

  
	
  ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder’s Signature

   

  	
   

  	
  Note:   This document constitutes the Company’s offer to enter into an
  agreement under the terms and conditions set forth herein. This offer will
  expire without further notice at 5 o’clock Pacific Time sixty days after
  the date of grant of the Restricted Stock award set forth above, unless
  this offer is accepted by Holder by the delivery of this original Notice of
  Grant and Signature Page, and the applicable Exhibits, executed by Holder to
  the Company on or prior to the offer’s expiration date.

  
	
   

  	
   

  	
   

  
	
   

  
	
  Address

  
	
   

  	
   

  	
   

  
	
  Holder’s Taxpayer Identification Number

  	
   

  	
  GRANT NO: 0000XXXX

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 













 


EXHIBIT 1-A


AWARD AGREEMENT


THIS
AWARD AGREEMENT, dated as of the Date of Grant appearing on the Notice of Grant
and Signature Page hereof, is made by and between Watson Pharmaceuticals, Inc.,
a Nevada corporation (the “Company”), and the Employee whose name and signature
appear on the Notice of Grant and Signature Page hereof (“Holder”).


WHEREAS,
the Company wishes to grant to Holder shares of its Common Stock, pursuant to
the terms and conditions and restrictions of the Notice of Grant and Signature
Page, this Agreement and the Amendment and Restatement of The 2001 Incentive
Award Plan of Watson Pharmaceuticals, Inc., as amended from time to time (the
terms of which are hereby incorporated by reference and made a part of this
Agreement, the “Plan”); and


WHEREAS,
it has been determined that it would be to the advantage and best interest of
the Company and its stockholders to grant Holder the Restricted Stock award as
an inducement to enter into or remain in the service of the Company or its
Subsidiaries and as an incentive for increased efforts during such service.


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto do hereby agree as follows:


ARTICLE
I


ISSUANCE
OF RESTRICTED STOCK


Section 1.1 -
Issuance of Restricted Stock.  In
consideration of the recitals, Holder’s agreement to remain in the employ of
the Company or a Subsidiary, and for other good and valuable consideration, the
Company agrees to issue to Holder the shares of Common Stock specified in the
Notice of Grant and Signature Page (the “Restricted Stock”) upon the terms and
conditions set forth in this Agreement.


Section 1.2 -
Consideration to the Company.  As
partial consideration for the issuance of the Restricted Stock by the Company, Holder
agrees to render faithful and efficient services to the Company or a
Subsidiary, with such duties and responsibilities as the Company shall from
time to time prescribe.  Nothing in this
Agreement or in the Plan shall confer upon Holder any right to continue in the
employ of the Company or any Subsidiary, or as a director of the Company, or
shall interfere with or restrict in any way the rights of the Company and any
Subsidiary, which are hereby expressly reserved, to discharge Holder at any
time for any reason whatsoever, with or without cause, except to the extent
expressly provided otherwise in a written employment agreement between Holder
and the Company and any Subsidiary.


Section 1.3 -
Adjustments in Restricted Stock.  The
Administrator may adjust the Restricted Stock in accordance with the provisions
of Section 12.3 of the Plan.



 2
 









ARTICLE
II


RESTRICTIONS


Section
2.1 - Forfeiture
of Restricted Stock.  In the event of Holder’s Termination of
Employment, the Restricted Stock (including, without limitation, any cash,
securities or other property subject to Section 2.5) as of the date of the
Termination of Employment shall thereupon be forfeited and surrendered by Holder
and transferred and delivered by Holder to the Company for no consideration
(the “Forfeiture Restriction”).  For
purposes of this Agreement, the “Restrictions” shall mean the Forfeiture
Restriction and the restrictions on sale or other transfer of the Restricted
Stock and other restrictions as set forth in this Article II.


Section
2.2 - Transferability of the Restricted Stock; Escrow.


(a)           Except
as provided herein, Holder (and Holder’s legal representative) shall not sell,
exchange, transfer, alienate, hypothecate, pledge, encumber or assign the
Restricted Stock subject to the Forfeiture Restriction, or any interest or
right with respect thereto.  Neither the Restricted Stock subject to the Forfeiture
Restriction nor any interest or right therein or part thereof shall be liable
for the debts, contracts, or engagements of Holder or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy) and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that, this Section 2.2(a)
shall not prevent transfers subject to the consent of the Administrator,
pursuant to a DRO.


(b)           Holder
hereby authorizes and directs the Secretary of the Company, or such other
person designated by the Company, to transfer the Restricted Stock upon
forfeiture and surrender pursuant to the Forfeiture Restriction pursuant to
Section 2.1 from Holder (or Holder’s legal representative) to the Company.


(c)           To
ensure the availability for delivery of Holder’s Restricted Stock upon forfeiture
and surrender of the Restricted Stock by Holder and transfer of the Restricted
Stock to the Company pursuant to the Forfeiture Restriction under Section 2.1,
Holder hereby appoints the Secretary of the Company, or any other person
designated by the Company as escrow agent, as Holder’s attorney-in-fact to
assign and transfer unto the Company, such Restricted Stock pursuant to the Forfeiture
Restriction and shall, upon execution of this Agreement, execute, deliver and
deposit with the Secretary of the Company, or such other person designated by
the Company, the share certificate(s) representing the Restricted Stock (or
such account or other evidence representing the issuance of the Restricted
Stock to Holder), together with the Assignment Separate from Certificate duly
endorsed in blank, attached as Exhibit “1-C” hereto, and the Joint Escrow
Instructions of the Company and Holder attached as Exhibit ”1-D”
hereto.  The Restricted Stock and
Assignment Separate from Certificate shall be held by the Secretary (or other
escrow agent) in escrow, pursuant to Joint Escrow Instructions, until the
Restricted Stock is transferred to the Company pursuant to the Forfeiture
Restriction as provided in Section 2.1, until such Restricted Stock (or
portion thereof) is no longer subject to the Restrictions, or until such time
as this Agreement no longer is in effect. 
At such time as the Restrictions lapse as to some or all of the
Restricted Stock, the Secretary (or other escrow agent) shall promptly deliver
to Holder (or Holder’s legal representative) the certificate or certificates
(or such account or other evidence) representing the Restricted Stock that is
no longer subject to the Restrictions in the Secretary’s (or other escrow agent’s)
possession belonging to Holder and at such time as there are no longer any
Restricted Stock that is subject to the Restrictions, the Secretary (or other
escrow agent) shall promptly deliver to Holder (or Holder’s legal
representative) the certificate or certificates (or such account or other
evidence) representing any



 3
 









remaining Restricted Stock in the escrow agent’s
possession belonging to Holder, and the Secretary (or other escrow agent) shall
be discharged of all further obligations hereunder.


(d)           The
Secretary, or other escrow agent, shall not be liable for any act he or she may
do or omit to do with respect to holding the Restricted Stock in escrow and
while acting in good faith and in the exercise of his judgment.


Section 2.3 - Legend.  The share certificate(s)
evidencing the Restricted Stock issued hereunder (or such account or other
evidence representing the Restricted Stock issued hereunder) shall be endorsed
with the following legend (in addition to any legend required under applicable
state securities laws):


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND FORFEITURE RESTRICTIONS HELD BY
THE ISSUER AS SET FORTH IN A NOTICE OF GRANT AND SIGNATURE PAGE AND AWARD AGREEMENT
BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE ISSUER.  SUCH TRANSFER
RESTRICTIONS AND FORFEITURE RESTRICTIONS ARE BINDING ON TRANSFEREES OF THIS
RESTRICTED STOCK.


Section 2.4 - Lapse of Restrictions.


(a)           As of the date of
issuance under Section 1.1, all of the Restricted Stock shall be subject to the
Restrictions.  Subject to Section 2.1 and
the terms and conditions of the Plan, the Restrictions shall lapse as to the
number of shares of Restricted Stock specified in the Notice of Grant and
Signature Page, on the date or dates, or upon satisfaction of the condition or
conditions, specified therein, or as specified in Section 2.4(c).


(b)           Upon the lapse of
the Restrictions on the Restricted Stock (or portion thereof), the Company and
the escrow agent shall cause new certificates to be issued with respect to such
Restricted Stock and delivered to Holder or his legal representative, free from
the legend provided for in Section 2.3 and of any of the other
Restrictions.  At such time, the Company
shall also deliver all other securities and property held in escrow pursuant to
Sections 2.2 and 2.5 in respect of the number of shares of Common Stock as
to which the Restrictions have then lapsed. 
Notwithstanding the foregoing, no such new certificate shall be
delivered to Holder or his legal representative unless and until Holder or his legal
representative shall have paid to the Company in cash the full amount of all
federal, state and local withholding and employment taxes applicable to the
taxable income and wages of Holder resulting from the award of the Restricted
Stock or the lapse of the Restrictions, or Holder has otherwise provided for
the tax withholding required with respect to the issuance, vesting or payment
pursuant to this Restricted Stock award in accordance with Section 3.7.


(c)           If Holder and the Company are parties to an employment
agreement that provides for accelerated 
vesting of Options (as defined in the employment agreement) in the event
of a Change in Control  Termination (as
defined in the employment agreement), then, upon the satisfaction of the
conditions in such employment agreement to cause accelerated vesting of Options
in the event of a Change in Control Termination (and without regard to whether
Holder then has any unvested Options), the Restrictions shall lapse as to one
hundred percent (100%) of the Restricted Stock as of the date of such
accelerated vesting of Options.


Section 2.5 -
Restrictions on Distributions, etc. 
In the event that any dividend or other distribution (including ordinary
cash dividends, and whether in the form of Common Stock, other securities, or
other property), or other distribution by reason of any recapitalization,
reclassification, stock



 4
 









split,
reverse stock split, reorganization, merger, consolidation, split-off,
spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the
Company, or exchange of Common Stock or other securities of the Company, or
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar transaction or event, is paid,
issued, exchanged or distributed in respect of Restricted Stock, such new or
additional or different shares or securities or property (including cash) which
are attributable to Holder in his capacity as the owner of the Restricted Stock
then subject to Restrictions, shall be considered to be Restricted Stock and
shall be subject to all of the Restrictions, unless the Administrator shall, in
its discretion, otherwise provide.


ARTICLE III


OTHER
PROVISIONS


Section 3.1 - Administration.  The Administrator shall have the power to
interpret the Plan and this Agreement, and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith, to
interpret, amend or revoke any such rules and to amend this Agreement provided
that the rights or obligations of Holder are not affected adversely.  All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be final and
binding upon Holder, the Company and all other interested persons.  No member of the Administrator shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or the Restricted Stock award.


Section 3.2 -
Conditions to Issuance of Stock Certificates.  The Restricted Stock may be either previously
authorized but unissued shares or issued shares which have then been reacquired
by the Company.  Such shares shall be
fully paid and nonassessable.  The
Company shall not be required to issue or deliver any certificate or
certificates (or any account or other evidence representing issuance) for
shares of Common Stock or other cash, stock or other property pursuant to this
Agreement prior to fulfillment of all of the following conditions:


(a)           The admission of such shares to
listing on all stock exchanges on which such class of stock is then listed, if
applicable; and


(b)           The completion of any registration or
other qualification of such shares under any state or federal law or under
rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, if applicable, or the receipt of further
representations from Holder as to investment intent or completion of other
actions necessary to perfect exemptions, as the Administrator shall, in its
absolute discretion, deem necessary or advisable; and


(c)           The obtaining of any approval or
other clearance from any state or federal governmental agency which the Administrator
shall, in its absolute discretion, determine to be necessary or advisable; and


(d)           The lapse of such reasonable period
of time as the Administrator may from time to time establish for reasons of
administrative convenience; and


(e)           The receipt by the Company of payment
of any applicable withholding tax in accordance with Section 3.7.


Section 3.3 -
Rights as Stockholder.  Except as
otherwise provided herein (including in Section 2.5), upon the delivery of
Restricted Stock to the Secretary or such other escrow holder as the



 5
 









Administrator
may appoint, Holder shall have all the rights of a stockholder with respect to
the Restricted Stock, including the right to vote the Restricted Stock and the
right to receive all dividends or other distributions paid or made with respect
to the Restricted Stock, subject to Section 2.5.


Section 3.4 - Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of its
Secretary, and any notice to be given to Holder shall be addressed to him at
the address given beneath his signature hereto. 
By a notice given pursuant to this Section 3.4, either party may
hereafter designate a different address for notices to be given to him.  Any notice which is required to be given to
the Holder shall, if Holder is then deceased, be given to Holder’s personal
representative if such representative has previously informed the Company of
his status and address by written notice under this Section 3.4.  Any notice shall be deemed duly given when
enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.


Section 3.5 - Titles and Construction.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.  This Agreement shall be
administered, interpreted and enforced under the internal laws of the State of
California, without regard to conflicts of laws thereof.


Section 3.6 -
Conformity to Securities Laws.  Holder
acknowledges that the Plan and this Agreement are intended to conform to the extent
necessary with all provisions of all applicable federal and state laws, rules
and regulations (including, but not limited to the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder, including without limitation the
applicable exemptive conditions of Rule 16b-3) and to such approvals by any
listing, regulatory or other governmental authority as may, in the opinion of
counsel for the Company, be necessary or advisable in connection
therewith.  Notwithstanding anything
herein to the contrary, the Plan shall be administered, and the Restricted
Stock are granted, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan, this Agreement and the Restricted Stock shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.


Section 3.7 -
Tax Withholding.  The Company
shall be entitled to require payment in cash or deduction from the shares of
Common Stock issued under this Restricted Stock award or other compensation
payable to Holder of any sums required by federal, state or local tax law to be
withheld with respect to the issuance, vesting or payment pursuant to this
Restricted Stock award.  Except as
otherwise provided by the Administrator in its discretion, in satisfaction of
the foregoing requirement, the Company shall withhold shares of Common Stock
issued under this Restricted Stock award and Holder hereby elects to transfer and
deliver to the Company such shares of Common Stock having a Fair Market Value
equal to the sums required to be withheld. 
Notwithstanding any other provision of the Plan and this Agreement, the
shares of Common Stock which may be withheld with respect to the issuance,
vesting or payment under this Restricted Stock award in order to satisfy Holder’s
federal and state income taxes and payroll tax liabilities with respect to the
issuance, vesting or payment under this Restricted Stock award shall be limited
to the number of shares which have a Fair Market Value on the date of
withholding equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal and state income tax and
payroll tax purposes that are applicable to such supplemental taxable income.



 6
 









ARTICLE
IV


DEFINITIONS


Whenever the following terms are used in this
Agreement, they shall have the meaning specified below.  The masculine pronoun shall include the
feminine and neuter, and the singular the plural, where the context so
indicates.  All capitalized terms used
herein without definition shall have the meanings ascribed to such terms in the
Plan.



 7
 









EXHIBIT
1-B


AMENDMENT AND RESTATEMENT OF 2001 INCENTIVE AWARD
PLAN 



 8
 









EXHIBIT 1-C


ASSIGNMENT SEPARATE FROM
CERTIFICATE


The
undersigned,                                            ,  hereby assigns and
transfers to Watson Pharmaceuticals, Inc., a Nevada corporation, (the “Company”),
or its assignee,                                      (                  ) shares of the Common Stock,
par value $0.0033 per share, of the Company, standing in my name on the books
of said corporation represented by Certificate No.                herewith (or represented by Account No.             with                        ) and do hereby
irrevocably constitute and appoint                               to transfer the
said stock on the books of the within named corporation with full power of
substitution in the premises.


This
Assignment may be used only in accordance with the Notice of Grant and
Signature Page and Award Agreement between the Company and                                   dated as of                              ,                        .


	
  ____________________________________

  	
   

  
	
  Name

  	
   

  
	
           

  	
   

  
	
  Date:________________________________

  	
   

  
			



 


 


INSTRUCTIONS:  Please do
not fill in any blanks other than the signature line.  The purpose of this assignment is to enable
the Company to transfer the shares of Restricted Stock subject to forfeiture
and surrender under the Forfeiture Restriction of, or subject to tax
withholding under, the Notice of Grant and Signature Page and Award Agreement.



 9
 









EXHIBIT 1-D


JOINT ESCROW INSTRUCTIONS


[,         2005]


Watson Pharmaceuticals, Inc.


311 Bonnie Circle


Corona, CA 92880


Attn:  Corporate Controller


Re:          Joint Escrow Instructions


Dear                                   :


As Escrow Agent for both Watson Pharmaceuticals, Inc., a
Nevada corporation (the “Company”), and the undersigned Holder of Restricted Stock
of the Company (“Holder”), you are hereby authorized and directed to hold the
documents delivered to you pursuant to the terms of that certain  Notice of Grant and Signature Page and Award Agreement,
dated as of                                           (the “Agreement”), between the Company and                                        , in
accordance with the following instructions:


1.             In
the event of the forfeiture and surrender of the shares of Restricted Stock by Holder
pursuant to the Forfeiture Restriction, or tax withholding, the Company shall
give you a written notice specifying the number of shares of Restricted Stock
or other securities to be transferred and delivered to the Company.  Holder and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice
in accordance with the terms of said notice.


2.             At
the closing, you are directed (a) to date the stock assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred and (c) to deliver the same, together with the certificate (or
the account or other evidence) representing evidencing the shares of stock to
be transferred, to the Company.


3.             Holder
irrevocably authorizes the Company to deposit with you any certificates evidencing
shares of stock to be held by you hereunder and any additions and substitutions
to said shares as defined in the Agreement. 
Holder does hereby irrevocably constitute and appoint you as Holder’s
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including, but not limited to, the filing with any applicable state authority
of any required applications for consent to, or notice of transfer of, the
securities.  Subject to the provisions of
this paragraph 3 and the Agreement, Holder shall exercise all rights and
privileges of a stockholder of the Company while the stock is held by you.


4.             You
will deliver to Holder a certificate or certificates representing so many
shares of stock or other securities as are not then subject to the Restrictions,
or tax withholding.


5.             If
at the time of termination of this escrow you should have in your possession
any documents, securities, or other property belonging to Holder, you shall
deliver all of the same to Holder and shall be discharged of all further
obligations hereunder.



 10
 









6.             Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.


7.             You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties.  You shall not be personally liable for any
act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact
for Holder while acting in good faith, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.


8.             You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law, and are hereby expressly authorized to
comply with and obey orders, judgments or decrees of any court.  In case you obey or comply with any such
order, judgment or decree, you shall not be liable to any of the parties hereto
or to any other person, firm or corporation by reason of such compliance,
notwithstanding any such order, judgment or decree being subsequently reversed,
modified, annulled, set aside, vacated or found to have been entered without
jurisdiction.


9.             You
shall not be liable in any respect on account of the identity, authorities or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.


10.           You
shall not be liable for the expiration of any rights under any applicable
state, federal or local statute of limitations or similar statute or regulation
with respect to these Joint Escrow Instructions or any documents deposited with
you.


11.           You
shall be entitled to employ such legal counsel and other experts as you may
deem necessary properly to advise you in connection with your obligations
hereunder, may rely upon the advice of such counsel and may pay such counsel
reasonable compensation therefor.


12.           Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease
to be an officer or agent of the Company or if you shall resign by written
notice to each party.  In the event of
any such termination, the Company shall appoint a successor Escrow Agent.


13.           If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.


14.           It is
understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities held by you
hereunder, you are authorized and directed to retain in your possession without
liability to anyone all or any part of said securities until such disputes
shall have been settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a court of competent
jurisdiction after the time for appeal has expired and no appeal has been
perfected, but you shall be under no duty whatsoever to institute or defend any
such proceedings.



 11
 









15.           Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
(10) days’ advance written notice to each of the other parties hereto.


If to the Company to:                                                    Watson Pharmaceuticals,
Inc.

311 Bonnie Circle

Corona, CA  92880

Attention:  Corporate Secretary


If to Holder to:                                                                                       [Name]

[Address]


If to the Escrow Agent to:                           Watson Pharmaceuticals,
Inc.

311 Bonnie Circle

Corona, CA  92880

Attention:  Corporate Controller


16.           By
signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement.


17.           This
instrument shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors and permitted assigns.


18.           These
Joint Escrow Instructions shall be governed by, and construed and enforced in
accordance with, the laws of the State of California (without giving effect to
the conflicts of law principles thereof).


WATSON PHARMACEUTICALS, INC.,


a Nevada corporation


By:________________________________


Title:_______________________________


HOLDER


____________________________________


Name


ESCROW AGENT


______________________________________


[Name]


[Title] ________________________


 



 12