**Exhibit 10.12**

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**AGREEMENT OF SALE**

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**Between**

**Anvil Construction Company, Inc.**

**(as Seller)**

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**-and-**

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**Lannett Company, Inc.**

**Or its nominee**

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**(as Buyer)**

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| **Dated:** | ** ** | **July  31, 2009** |
|------------|------------|--------------------|

 
| **Property:** | ** ** | **13200  Townsend Road**                                           |
|---------------|------------|--------------------------------------------------------------------|
| ** **    | ** ** | **Byberry  East Section of the Philadelphia Industrial Park** |
| ** **    | ** ** | **Philadelphia,  PA**                                              |

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**SCHEDULE OF EXHIBITS**

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**Exhibit “A”:****                           ****LegalDescription**

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**Exhibit “B”:****                           ****FIRPTACertificate**

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**Exhibit “C”:****                           ****Seller’sW-9 Form**

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**Exhibit “D”:****                           ****Buyer’sW-9 Form**

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**TABLE OF CONTENTS**

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| **1.**  | **Sale  and Purchase**                                   | **3** |
|---------|----------------------------------------------------------|-------|
| **2.**  | **Purchase  Price**                                      | **3** |
| **3.**  | **Escrow  of Deposit**                                   | **3** |
| **4.**  | **Covenants,  Representations and Warranties of Seller** | **4** |
| **5.**  | **Representations &  Warranties of Buyer**      | **4** |
| **6.**  | **Closing**                                              | **4** |
| **7.**  | **Apportionments;  Expenses**                            | **5** |
| **8.**  | **Damage  or Destruction; Condemnation**                 | **5** |
| **9.**  | **Quality  of Title**                                    | **6** |
| **10.** | **Notices**                                              | **6** |
| **11.** | **Condition  of the Property**                           | **7** |
| **12.** | **Commission**                                           | **7** |
| **13.** | **Licensing  Act**                                       | **8** |
| **14.** | **W-9  Forms**                                           | **8** |
| **15.** | **Defaults  Prior to Closing**                           | **8** |
| **16.** | **Recording**                                            | **8** |
| **17.** | **Miscellaneous**                                        | **8** |
| **18.** | **Assignability**                                        | **9** |
| **19.** | **Counterparts**                                         | **9** |
| **20.** | **Conditions  to Closing**                               | **9** |

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**AGREEMENTOF SALE**

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**THIS AGREEMENT OF SALE (the “Agreement”) is made as of July 31, 2009,by and between Anvil Construction Company, Inc. a PennsylvaniaCorporation,  having an address of 2817Southampton Road, Philadelphia, PA, 19154 (the “Seller”), and Lannett Company, Inc.,a Delaware Corporation having an address of 9000 State Road, Philadelphia, PA 19136 , or its nominee or assignee(the “Buyer”).**

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**Intending to be legally bound hereby, the parties hereto agree:**

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**1.****                                     ****Saleand Purchase****. Subject to the terms and conditions hereinafter set forth, Seller agreesto sell and convey to Buyer, and Buyer agrees to purchase and accept fromSeller:  (a) all certain lots orpieces of ground (the “Land”), together with the buildings, structures andother improvements erected thereon (the “Improvements”), situated at 13200Townsend Road, Byberry East section of the Philadelphia Industrial Park,Philadelphia, PA (under and subject to a lease with Buyer as Lessee and Selleras Lessor referred to herein as (the “Existing Lease”) and attached hereto as Exhibit “E”,all as more particularly described in Exhibit “A” attached hereto (theLand and the Improvements are referred to herein, together, as the “Real Estate”);(b) all easements, rights and privileges appurtenant to the Real Estate(the “Appurtenances”) (the Real Estate and Appurtenances are referred to hereincollectively as the “Property).**

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**2.****                                     ****PurchasePrice****.  The aggregate purchase pricefor the Property (the “Purchase Price”) shall be as outlined below based on thedate of Closing under this Agreement:**

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| **Purchase Period** | ** ** | **Purchase Price** | ** **       |
|---------------------|------------|--------------------|------------------|
| **9/1/06-8/31/07**  | ** ** | **$**              | **3,625,000.00** | ** ** |
| **9/1/07-8/31/08**  | ** ** | **$**              | **3,733,750.00** | ** ** |
| **9/1/08-8/31/09**  | ** ** | **$**              | **3,845,763.00** | ** ** |

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**The Purchase Price shall be paid to Seller by Buyer as follows:**

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**2.1****                                        ****ThreeHundred, Sixty Thousand ($360,000.00) Dollars (the “Deposit”) by certifiedcheck on the date of this Agreement, the receipt whereof (subject tocollection) is hereby acknowledged, which sum has been delivered into escrow inaccordance with Paragraph 3 hereof; and**

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**2.2****                                        ****Thebalance of the Purchase Price at Closing (as hereinafter defined) in cash or bybank certified or cashier’s check or, at Seller’s direction, by wire transferof immediately available federal funds (if a check or by wire transfer, then inany case payable to or transferred to the order or account of Seller or suchother person as Seller may designate in writing).**

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**3.****                                     ****Escrowof Deposit****.**

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**3.1**                                         The Deposit has this day been deposited with and shall be held in escrowby Roddy, Inc. (the “ Agent”).  Theparties and Agent agree that the Deposit, together with all interest earnedthereon (the “Escrow Funds”), shall be applied as follows:

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**3.1.1****                                 ****IfClosing is held, the Escrow Funds shall be paid over to Seller and shall becredited to the Purchase Price.**

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**3.1.2****                                 ****IfClosing is not held by reason of Buyer’s default, the Escrow Funds shall bepaid over to Seller and shall be retained by Seller as provided for inParagraph 15.1 below.**

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**3.1.3****                                 ****If Closingis not held by reason of Seller’s default, the Escrow Funds shall be paid overto Buyer for use and application by Buyer as provided for in Paragraph 15.2below.**

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**3.1.4****                                 ****IfClosing is not held by reason of a failure of condition and not by reason of a defaultby Seller or Buyer hereunder, the Escrow Funds shall be paid over to Buyer,neither party shall have any further liability or obligation hereunder, andthis Agreement shall terminate.**

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**3.2****                                        ****TheEscrow Funds shall be held in an interest bearing money-market type accountwith a federally insured national or state-chartered bank, savings bank, orsavings and loan association.**

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**3.3****                                        ****Agentand its stockholders and employees are acting as agents only, and will in nocase be held liable either jointly or severally to either party for theperformance of any term or covenant of this Agreement or for damages for thenonperformance hereof, nor shall Agent be required or obligated to determineany questions of fact or law.  Agent’sonly responsibility hereunder shall be for the safekeeping of the Escrow Fundsand the full and faithful performance by the Agent of the duties imposed bythis Paragraph 3.**

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**3.4****                                        ****Agentshall be obligated to disburse the proceeds of the Escrow Funds at Closing orupon any cancellation or termination of this Agreement, only upon the writteninstructions of both parties, should Agent in its sole discretion request suchinstructions; and in the absence of such instructions or in the event of anydispute, Agent shall be and is hereby authorized, but not obligated, to pay theentire amount of the Escrow Funds into court, and any expenses to Agent for sodoing shall be payable out of the Escrow Funds.**

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**4.****                                     ****Covenants,Representations and Warranties of Seller****.  Seller covenants, represents and warrants toBuyer as follows:**

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**4.1****                                        ****Sellerhas the power and authority to sell, transfer, convey and deliver the Propertyto be sold and purchased hereunder.**

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**4.2****                                        ****Theexecution and delivery of this Agreement, the consummation of the transactionsprovided for herein and the fulfillment of the terms hereof will not result ina breach of any of the terms or provisions of, or constitute a default under,any agreement of Seller or any instrument to which Seller is a party or bywhich Seller or the Properties are bound, or any judgment, decree or order ofany court or governmental body, or any applicable law, rule or regulation.**

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**4.3****                                        ****Nonotice by any governmental or other public authority has been served upon theSeller, or anyone on the Seller’s behalf, nor does Seller have any knowledgerelating to violations of any applicable state or federal statutes orregulations together with all housing, building, safety, fire or other localordinances.  Provided there is a Closinghereunder, Buyer will be responsible for and shall comply, at Buyer’s expense,with the requirements of any and all notices relating to violations of theforegoing issued after Closing.  Sellerfurther represents that the Property is zoned****L-2 —Limited Industrial.**

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**4.4****                                        ****As ofthe Commencement Date of the Lease between Seller and Buyer referred to in Article 6.2.4hereinbelow, there is no action, suit or proceeding pending or, to theknowledge of Seller, threatened, against or affecting the Property or anyportion thereof or relating to or arising out of the ownership, management oroperation of the Property in any court or before or by any federal, state orlocal department, commission, board, bureau or agency or other governmentalinstrumentality which could, if adversely decided, have any adverse effect onBuyer’s acquisition, ownership, development or use of the Property.**

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**4.5****                                        ****Exceptfor the Lease, there are no outstanding leases, tenancies, licenses or otherrights of occupancy or use for any portion of the Property.**

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**5.****                                     ****Representationsand Warranties of Buyer****. Buyer represents and warrants to Seller as follows:**

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**5.1****                                        ****Buyerhas the power and authority to purchase the Property hereunder.**

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**5.2****                                        ****Theexecution and delivery of this Agreement, the consummation of the transactionsprovided for herein and the fulfillment of the terms hereof will not result ina breach of any of the terms or provisions of, or constitute a default under,any agreement of Buyer or any instrument to which Buyer is a party or by which Buyeris bound or any judgment, decree or order of any court or governmental body orany applicable law, rule or regulation.**

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**5.3**                                         It is understood that the Property has been or will be inspected by Buyeror Buyer’s duly authorized agent pursuant to Paragraph 21 hereof; that the sameshall be purchased as a result of such inspections and not in reliance upon anyrepresentations, inducements or promises, either oral or written, made by theSeller, Agent or any selling agent or other agent or Seller except as expresslystated in this Agreement, and Seller and Agent shall not be responsible orliable for any agreement, condition or stipulation not set forth hereinrelating to or affecting the Property.

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**6.****                                     ****Closing****.**

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**6.1**                                         The Closing under this Agreement (the “Closing”) shallbe held on or before the date that is sixty (60) days  from the date of this Agreement. 

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**6.2**                                         At Closing, Seller shall deliver to Buyer thefollowing:

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**6.2.1****                                      ****ASpecial Warranty Deed to the Real Estate, duly executed and acknowledge bySeller and in proper form for recording, conveying fee simple title to the RealEstate to Buyer;**

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**6.2.2****                                       ****Possessionto the Property shall be delivered****in “AS IS WHERE IS” condition asof the date of this Agreement, under and subject to the existing lease betweenBuyer as Lessee and Seller as Lessor.**

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**6.2.3**                                     A valid assignment of the existing lease, duly executed and acknowledged,pursuant to which Seller shall assign to Buyer all of Seller’s right, title andinterest in and to the existing lease and Buyer shall assume the obligations ofSeller under the existing lease.  Suchassignment shall include an indemnification from Seller to Buyer againstliability for claims asserted against Buyer under the existing lease for eventsoccurring prior to Closing and an indemnification from Buyer to Seller againstliability for claims asserted against Seller for events occurring afterClosing.

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**6.2.4**                                     A written certification from the Department of Licenses and Inspectionsof the City of Philadelphia setting forth the zoning classification of theProperty and that there are no notices of any uncorrected municipal codeviolations.  Buyer shall be responsibleto correct any municipal code violations in accordance with its obligations underthe Existing Lease  by and between Sellerand Buyer for the Premises dated June 26, 2006, a copy of which is attachedhereto as Exhibit “      ”, but in no event is Buyer responsible for any violations relating toconditions that pre-date the Commencement Date of the Existing Lease so long asany such violations are not due to acts of Buyer. 

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**6.3**                                         At Closing, Buyer shall deliver to Seller thefollowing:

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**6.3.1****                                  ****A titlecompany or bank certified or cashier’s check, or at Seller’s direction, a wiretransfer of immediately available federal funds in either case payable to ortransferred to the order or account of Seller or to such other person as Sellershall designate in writing for the balance of the Purchase Price required underParagraph 2 hereof.**

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**6.4**                                         Notwithstanding anything to the contrary hereinconcerning apportionment and/or responsibility for expenses, real estate taxes,insurance, pro rations and maintenance the responsibilities, terms andconditions of the Existing Lease shall supersede and amend any terms to thecontrary set forth in this Agreement of Sale.

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**7.****                                     ****Apportionments;Expenses****.**

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**7.1**                                         Apportionments. The following items shall be adjusted and apportioned between Seller andBuyer as follows:

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## **(a)****                                      ****Real estate taxes, minimum and additional rentsfrom tenant under the Existing Lease, all utilities, operating expenses andother apportionable income and expenses paid to or payable by Seller shall beapportioned pro rata on a per diem basis as of Closing, with Buyer paying thetaxes and other expenses of ownership and being credited with rentals payablefor the date of Closing.  Taxes, andadditional rent paid on account thereof, shall be apportioned based on thefiscal year of the taxing authority.**

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**7.2**                                         Expenses.                                 Each party shall pay all its own expensesincurred in connection with this Agreement and the transactions contemplatedhereby, including, without limiting the generality of the foregoing, (i) allcosts and expenses stated herein to be borne by a party, and (ii) all oftheir respective accounting, legal and appraisal fees.  Buyer, in addition to Buyer’s other expenses,shall pay for (a) all recording charges incident to the recording of thedeeds for the Real Estate, (b) all title insurance premiums incurred byBuyer.  Seller and Buyer shall each payone half of all realty transfer taxes.

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**8.****                                     ****Damageor Destruction; Condemnation****.**

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**8.1**                                         Risk of loss to the Property from fire or othercasualty shall be borne by Seller until Closing.  If the Property or any portion thereof issubstantially damaged or are destroyed by fire or other casualty prior toClosing and Seller is unable or fails to restore, by the date established forClosing, the damaged portion of the Property to a condition equivalent to thatwhich existed immediately prior to the casualty, then Buyer shall have theoption of canceling the Agreement or electing to proceed.  For purposes of this paragraph, substantialdamage shall be damage estimated by a contractor of Seller’s selection andreasonably acceptable to Buyer, to cost in excess of $100,000 to repair.  In the event that damage is not substantialor if, notwithstanding substantial damage, Buyer elects to proceed withClosing, Seller shall assign to Buyer all of the Seller’s right, title andinterest in the proceeds to be paid on the claim of loss.

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**8.2**                                         If prior to Closing, any “substantial portion” of theProperty become subject to a condemnation proceeding or a threat thereof bypublic or quasi public authority having the power of eminent domain, Sellershall immediately notify Buyer thereof in writing and Buyer may elect toterminate this Agreement.  For purposesof this Paragraph, “substantial portion” shall be defined as a taking of suchportion of the Property such that Buyer’s use of the Property would bematerially impacted as Buyer shall determine or the taking of such land whichprevents access to the Property from a public road.  If Buyer elects to terminate this Agreement,it shall so notify Seller within fifteen (15) days after Buyer has receivedwritten notice of such proceedings from Seller and the Escrow Funds shall bereturned to the Buyer and this Agreement shall be deemed null and void and theparties hereto shall have no further obligations to or recourse against eachother with regard to the matters provided for herein.  If Buyer has not elected to terminate thisAgreement as provided in this Paragraph, the transaction shall proceed ascontemplated herein, in which event Buyer shall be entitled to receive all proceedsof any award or payment in lieu thereof.

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**8.3**                                         All existing casualty insurance policies respectingthe Property shall be maintained and kept in full force and effect by Sellerpending Closing.

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**9.****                                     ****Qualityof Title****.**

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**9.1**                                         Permitted Exceptions.  On or before thedate ten (10) days after the date of this Agreement, Buyer shall notify Seller in writing ofany objections to title as reported in a title commitment obtained by Buyer andshall deliver to Seller a copy of the title commitment which contains such objectionableitem.  Seller may undertake to eliminateany such objection.  Seller shall notifyBuyer in writing (the “Seller’s Notice”)  within ten (10) days after receipt of Buyer’s notice whether or notSeller will agree to cure or remove such objection at or prior to Closing.  If Seller does not elect to cure or removeany such objection, then Buyer shall thereafter have the option, to beexercised within five (5) days after receipt of Seller’s notice, toterminate this Agreement, in which event this Agreement shall be null and voidand the Escrow Funds shall be returned to Buyer and the parties shall have nofurther obligations to or recourse against each other.  If Buyer does not terminate this Agreement asaforesaid, Buyer shall be deemed to have waived any objections to titlereported in Buyer’s title commitment that Seller has not agreed to cure orremove in Seller’s Notice and such objections shall become PermittedExceptions.

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**9.2**                                         Title.  Title to theProperty shall be good and marketable and such as will be insured by areputable title insurance company at regular rates.  Title to the Properties shall be conveyedfree and clear of all liens, easements and other encumbrances, other than thePermitted Exceptions.  In the eventSeller shall not be able to convey title to the Property on the date of Closingin accordance with the foregoing provisions of this Agreement, subject only toPermitted Exceptions, then Buyer shall have the option, exercisable by writtennotice to Seller at or prior to the Closing, of (i) accepting at Closingsuch title as Seller is able to convey, with no deduction from or adjustment ofthe Purchase Price except for adjustment equal to the amount of any lien,judgment or other encumbrance of an ascertainable and liquidated amounttogether with interest and penalties thereon, if any; or (ii) declining toproceed to Closing; and in the latter event all obligations, liabilities andrights of the parties under this Agreement shall terminate, and the EscrowFunds shall be returned to Buyer. Notwithstanding anything to the contrary contained herein, Seller shallremove, at or prior to Closing, all liens or encumbrances that can be removedby the payment of money, whether or not Buyer objects to such liens orencumbrances pursuant to Section 9.1 above.

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**9.3**                                         No Further Encumbrance.  Except for a conveyance to a family member(s) or trust for thebenefit of a family member(s) of Seller’s principals, which would besubject to the terms and conditions of this Agreement, Seller shall not conveyor encumber the Property or any portion thereof without Buyer’s prior writtenconsent.

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**10.****                              ****Notices****.  All notices and other communicationshereunder shall be in writing (whether or not a writing is expressly requiredhereby), and shall be deemed to have been given if hand delivered or sent by anexpress mail service or by courier, then if and when delivered to and receivedby the respective parties or one (1) day after delivery was refused at thebelow addresses (or at such other address as a party may hereafter designatefor itself by notice to the other party as required hereby):**

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**10.1**                                  If to Seller:

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**Anvil Construction Company Inc.**

**2817 Southampton Road**

**Philadelphia, Pennsylvania  19154**

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**Attention****:  MarkAndreassi (mcahardhat@aol.com)**

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**With a required copy to:**

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**COHEN, SEGLIAS, PALIAS, GREENHALL & FURMAN, PC**

**United Plaza / 19****th**** Floor**

**30 South 17****th**** Street**

**Philadelphia, PA  19103**

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**Attention:****  Lonny Cades, Esquire(lcades@cohenseglias.com)**

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**With a required copy to Agent:**

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**Roddy Inc.**

**3220 Tillman Drive, Suite 112**

**Bensalem, PA  19020**

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**Attention:****Francis T. Roddy (frank@roddyinc.com)**

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**10.3           Ifto Buyer:**

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**Lannett Company, Inc.**

**9000 State Road**

**Philadelphia, PA  19136**

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**Attention:**  Brian Kearns (bkearns@lannett.com)

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**With arequired copy to:**

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**Fox Rothschild, LLP**

**2000 Market Street, 10****th**** Floor**

**Philadelphia, PA  19103**

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**Attention:****  Samuel H.Israel, Esquire (sisrael@foxrothschild.com)**

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**Witha required copy to Agent:**

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**Roddy Inc.**

**3220 Tillman Drive, Suite 112**

**Bensalem, PA  19020**

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**Attention:****Francis T. Roddy (frank@roddyinc.com)**

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**11.          Condition of theProperty.  Buyer further agrees toaccept the Property at Closing in the condition at that time subject to theprovisions of Paragraphs 6.2.2 and 8 hereof Buyer agrees and confirms (i) thatneither Seller, Agent, nor any agent, employee or representative of Seller, hasmade and does not make herein any representation or warranty as to thecondition of all or any portion of the Property (including, without limitation,the condition of the Property’s roof and mechanical, electrical, heating,plumbing, air conditioning and structural units, systems and components, and (ii) thatthe Property is being sold “as is-where is” and without any express or impliedwarranty whatsoever as to the condition thereof, fitness for a particularpurpose, or otherwise.**

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**12.          Commission.**

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**12.1           Seller hereby agrees to pay to Roddy Inc., Agent for itsservices rendered in this transaction a commission of six percent (6%) of thegross sale price, said commissions to be paid if, as and when Closingoccurs.  Upon receipt of such commission,Seller and Agent represent, warrant and agree that no further commission willbe owed to Roddy Inc. under or in connection with the Existing Lease, andSeller represents and warrants that no further commission will be owed to anyother broker acting for or on behalf of Seller under or in connection with theExisting Lease.**

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**12.2           Seller and Buyer each represent and warrant to the otherthat Roddy, Inc. is the sole broker in this transaction.  Seller agrees to compensate said broker atthe time of Closing in connection with the conveyance of the Property as setforth above.  If any claim is asserted byany person, firm or corporation, other than Roddy,**

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**Inc. in the sale of the Property resulting from any act, representationor promise of either Seller or Buyer, such party shall indemnify, defend andsave harmless the other party from such claim.**

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**Default**

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**In the event Closing is not made due to the defaultof Buyer, and the monies paid on account hereof are retained by Seller asassessed and liquidated damages, Roddy Inc. shall receive for its servicesfifty percent (50%) of the said monies retained not to exceed six percent (6%)of the Purchase Price, and Seller agrees to pay the sum upon such retention**

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**13.          Licensing Act.**

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**13.1           Pursuantto the provisions of the Pennsylvania Real Estate Licensing and RegistrationAct, 63, PA state. Ann. Sections 455.101 as amended (the “Act”), Agent herebymakes the following disclosures to Buyer:**

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**(a)   Agent is the agent ofSeller, not Buyer;**

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**(b)  ****Section 801of the Act established a Real Estate Recovery Fund.  The basic purpose of the Real Estate RecoveryFund is to compensate an aggrieved person for the unpaid portion of a judgment,based on a claim against a person licensed under the Act, for fraud,misrepresentation or deceit in any transaction for which a license is requiredunder the Act.  For further informationconcerning the Real Estate Recovery Fund, Buyer should contact the PennsylvaniaReal Estate Commission at (717) 783-3500;**

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**(c)****  ****Access to a public road mayrequire issuance of a highway occupancy permit from the Department ofTransportation.**

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**14.          W-9 Forms.**

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**14.1           Buyerand Seller warrant and represent that Buyer and Seller have completely filledout the W-9 forms attached hereto as Exhibit “C” and Exhibit “D” andmade a part hereof and understand that the Deposit can not be deposited in theEscrow Fund unless and until both of such W-9 forms are completed and deliveredto Agent.**

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**Buyer’s Federal Tax ID number               23-0787699**

**Seller’s Federal Tax ID number               23-1596922**

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**15.          Defaults Prior toClosing.**

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**15.1           ShouldBuyer violate or fail (in breach of his obligations hereunder) to fulfill orperform any of the terms, conditions or undertakings set forth in thisAgreement applicable to it at or prior to Closing, and if as a result thereof aClosing hereunder shall not occur, then Seller shall, as its sole remedytherefore, retain the Escrow Funds as liquidated damages (and not as a penalty)for such breach, and Buyer and Seller shall each be released from all furtherliability or obligation hereunder and this Agreement shall terminate.**

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**15.2           ShouldSeller violate or fail (in breach of its obligations hereunder) to fulfill orperform any of the terms, conditions or undertakings set forth in thisAgreement applicable to him at or prior to Closing, and if as a result thereofa Closing hereunder shall not occur, then in such case Buyer shall have theremedies available to it in law or equity including the right to specificperformance.**

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**16.          Recording.    Intentionally omitted.**

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**17.          Miscellaneous.**

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**17.1           Tender.  Formal tender of an executed deed andpurchase money is hereby waived; but nothing herein shall be deemed a waiver ofthe obligation of Seller to execute, acknowledge and deliver the deed to theProperty or the concurrent obligation of Buyer to pay the Purchase Price.**

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**17.2           Timeof the Essence.  All times, whereverspecified herein, are of the essence of this Agreement.**

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**17.3           FIRPTA.  At Closing Seller shall deliver to Buyer awritten certification in the form of Exhibit “B” to Buyer and dated noearlier than ten (10) days prior to the date of Closing, whichcertification shall be in compliance with The Tax Reform Act of 1984 (the “Act”)and the regulations thereunder that are imposed by the Foreign**

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**Investment in Real Property Tax Act (“FIRPTA”), and certifying thatSeller is not a person subject to withholding under FIRPTA and the Act, andcontaining Seller’s tax identification number and address.**

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**17.4           GoverningLaws; Parties at Interest.  ThisAgreement shall be governed by Pennsylvania law and shall bind and inure to thebenefit of the parties hereto and, their respective heirs, executors,administrators, personal representatives, successors and assigns.**

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**17.5           Headings.  The headings preceding the text of theparagraphs and subparagraphs hereof are inserted solely for convenience ofreference and shall not constitute a part of this Agreement, nor shall theyaffect its meaning, construction or effect.**

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**17.6           EntireAgreement; Amendments.  ThisAgreement and the Exhibits hereto set forth all of the promises, covenants,agreements, conditions and undertakings between the parties hereto with respectto the subject matter hereof, and supersede all prior and contemporaneousagreements and understandings, inducements or conditions, express or implied,oral or written, except as contained herein. This Agreement may not be changed orally but only by an agreement inwriting, duly executed by or on behalf of the party against whom enforcement ofany waiver, change, modification, consent or discharge is sought.**

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**17.7           Therepresentations contained in Sections 4, 5 and 12 above shall survive Closing.**

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**18.          Assignability.  At and concurrently with a Closing hereunderBuyer may assign any portion or all of its rights or obligations under thisAgreement without the consent of Seller, provided that such an assignment is toan entity controlling, controlled by or under common control with LannettCompany Inc.  Notwithstanding any suchpermitted assignment by Buyer, Buyer shall nevertheless remain liable for allof Buyer’s obligations hereunder.**

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**19.          Counterparts.  This Agreement may be executed simultaneouslyin two (2) or more counterparts, each of which shall be deemed anoriginal, but all of which together constitute one and the same instrument.**

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**20.          Conditions toClosing:**

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**20.1           The obligation of Buyer under this Agreement to purchasethe Property from Seller is subject to the satisfaction at the time specifiedof each of the following conditions (any or all of which may be waived in wholeor in part by Buyer at or prior to Closing):**

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**(a)        All of Seller’s representations set forth in this Agreementshall be true and correct in all material respects as of the date of thisAgreement and as of the date of Closing as though made on and as the date ofClosing.**

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**(b)        Seller shall have performed and complied with all of theterms and conditions required by this Agreement to be performed or compliedwith by Seller prior to or on the date of Closing.**

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**In the event that all of the conditions set forth in this Section 20.1are not satisfied on or before the date of Closing, then Buyer, at Buyer’soption, may terminate this Agreement by written notice to Seller, whereupon theEscrow Funds shall be returned to Buyer, this Agreement shall be null and void,and Buyer and Seller shall have no further liabilities or obligationshereunder.**

** **

**20.2           The obligation of Seller under this Agreement to sell theProperty to Buyer is subject to the satisfaction at the time specified of eachof the following conditions (any or all of which may be waived in whole or inpart by Seller at or prior to Closing):**

** **

**(a)        All of Buyer’s representations set forth in this Agreementshall be true and correct in all material respects as of the date of thisAgreement and as of the date of Closing as though made on and as the date ofClosing.**

** **

**(b)        Buyer shall have performed and complied with all of the termsand conditions required by this Agreement to be performed or complied with byBuyer prior to or on the date of Closing.**

** **

**In the event that all of the conditions set forth in this Section 20.2are not satisfied on or before the date of Closing, then Seller, at Seller’soption, may terminate this Agreement by written notice to Buyer, whereupon theEscrow Funds shall be paid to Seller, this Agreement shall be null and void,and Buyer and Seller shall have no further liabilities or obligationshereunder.**

** **

9

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** **

**IN WITNESS WHEREOF, the parties have executed and delivered thisAgreement on the date and year first above written.**

** **

** **
| ** **  | ** **                | **SELLER:**                                |
|-------------|---------------------------|--------------------------------------------|
| ** **  | ** **                | **Anvil  Construction Company, Inc.** |
| ** **  | ** **                | ** **                                 |
| ** **  | ** **                | ** **                                 |
| **Attest:** | **/s/  Mark Andreassi**   | ** **                                 | **By:** | **/s/  Mark Andreassi** |
| ** **  | ** **                | ** **                                 | ** ** | ** ** |
| ** **  | ** **                | ** **                                 | ** ** | ** ** |
| ** **  | ** **                | **BUYER:**                                 |
| ** **  | ** **                | **Lannett  Company, Inc.**            |
| ** **  | ** **                | ** **                                 |
| ** **  | ** **                | ** **                                 |
| **Attest:** | **/s/  Keith R. Ruck**    | ** **                                 | **By:** | **/s/  Arthur P. Bedrosian** |
| ** **  | ** **                | ** **                                 | ** ** | ** ** |
| ** **  | ** **                | ** **                                 | ** ** | ** ** |
| ** **  | ** **                | **AGENT:**                                 |
| ** **  | ** **                | **Roddy  Inc.**                            |
| ** **  | ** **                | ** **                                 |
| ** **  | ** **                | ** **                                 |
| **Attest:** | **/s/ Francis  T. Roddy** | ** **                                 | **By:** | **/s/  Francis T. Roddy** |

** **

10

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