Exhibit 10.3.5
                                 





FOURTH AMENDMENT TO
DISTRIBUTION AGREEMENT  



        This
Fourth Amendment to Distribution Agreement (this “Amendment”), dated as of
February 1, 2005, is by and between Par Pharmaceutical, Inc., a Delaware corporation
(successor by merger to Par Pharmaceutical, Inc., a New Jersey corporation)
(“Par”), and Bradley Pharmaceuticals, Inc., a Delaware corporation
(“Bradley”). 



        WHEREAS,
Par and Bioglan Pharma, Inc. (now known as BPI Corp.), a Delaware corporation
(“Bioglan”), have entered into that certain Distribution Agreement, dated as of
December 27, 2000 (the “Original Agreement”), relating to the supply and
distribution of doxycycline monohydrate tablets and capsules; 



        WHEREAS,
Par, Bioglan and Quintiles Ireland Limited, a company incorporated in the Republic of
Ireland (“Quintiles”), have entered into that certain Assignment of Distribution
Agreement (the “Assignment”), pursuant to which, among other matters, (i)
Bioglan assigned all of its right, title and interest in and to the Original Agreement to
Quintiles, (ii) Quintiles assumed certain obligations of Bioglan under the Original
Agreement, (iii) Par consented to the foregoing assignment and assumption and (iv) the
parties amended certain provisions of the Original Agreement, all as set forth therein; 



        WHEREAS,
Par and Quintiles have entered into that certain Second Amendment to Distribution
Agreement and First Amendment to Assignment of Distribution Agreement, dated as of
September 11, 2003, pursuant to which Par and Quintiles amended the Assignment and further
amended the Original Agreement, as amended, all as set forth therein; 



        WHEREAS,
Par and Quintiles have entered into that certain Third Amendment to Distribution
Agreement, dated as of April 13, 2004, pursuant to which Par and Quintiles further amended
the Original Agreement, as amended, all as set forth therein; and 



        WHEREAS,
pursuant to that certain Consent and Agreement, dated as of July 9, 2004, Quintiles
assigned all of its right, title and interest in and to the Original Agreement, as
amended, to Bradley (the Original Agreement, as amended by the Assignment, the Second
Amendment, the Third Amendment and the Consent and Agreement, and as may hereafter be
amended from time to time, is hereinafter referred to as the “Amended
Agreement”); 



        WHEREAS,
Par and Bradley now desire to amend further certain terms of the Amended Agreement, all as
set forth herein. 



        NOW,
THEREFORE, in consideration of the mutual covenants contained herein, Par and Bradley
hereby agree as follows: 




1. Amendment of the
Agreement.  



        (a)
          Par and Bradley hereby amend Section 5.1(a) of the Amended Agreement by
deleting           the first sentence of Section 5.1(a) in its entirety and
replacing it with           the following:  



	  	
“The
purchase price payable by Bradley for the Tablets supplied to it by Par shall be $13.00
per bottle of 100 tablets (50 mg dosage), $12.50 per  







 
	 	 
	 
















	  	bottle of 50 tablets (100 mg
dosage), $62.50 per bottle of 250 tablets (100 mg dosage), $115.00 per 1000 tablets (50
mg dosage) in bulk orders in containers of 20,000 tablets and $235.00 per 1000 tablets
(100 mg dosage) in bulk orders in containers of 20,000 tablets.” 






        (b)
          Par and Bradley hereby amend Section 5.1(a) of the Amended Agreement by
deleting           the third sentence of Section 5.1(a) in its entirety and
replacing it with           the following:  



	  	
“The
purchase price payable by Bradley for the Additional Tablets supplied to it by Par shall
be $11.25 per bottle of 50 tablets (75 mg dosage), $22.50 per bottle of 100 tablets (75
mg dosage), $112.50 per bottle of 500 tablets (75 mg dosage) and $222.00 per 1000 tablets
(75 mg dosage) in bulk orders in containers of 20,000 tablets.  






        (c)
          Par and Bradley hereby amend Article 3 of the Amended Agreement by adding after
          Section 3.3 the following Section 3.4:  




	  	
“3.4
Product Warranty and Additional Obligations of Bradley: 






	  	
Bradley
hereby warrants to Par that all Product supplied to Bradley hereunder shall be stored,
handled, marked and distributed in accordance with all applicable rules, regulations and
requirements of the FDA and the Act. With respect to Product supplied to Bradley in bulk
finished drug product hereunder, Bradley shall undertake marketing and distribution of
such Product in compliance with all applicable rules, regulations and requirements of the
FDA and the Act, including, without limitation, provisions relating to packaging,
labeling, expiration dating, stability testing and CGMP. As between Par and Bradley,
Bradley shall be responsible for any acts or omissions attributable to its third-party
packaging or labeling of the Product.” 






        (d)
          Except as expressly modified hereby, the Amended Agreement remains in full
force           and effect.  



2.    Noncontravention.
Each party hereto severally represents and warrants           that the execution and
delivery by it of this Amendment and the performance by           it of its obligations
under the Amended Agreement, as amended hereby, do not and           will not (with or
without the giving of notice or the passage of time)           (a) contravene or
conflict with or constitute a violation of any provision           of law applicable to
it or its properties, assets or activities, (b) result           in the creation or
imposition of any lien upon any of its properties or assets           or (c) constitute
a default or breach under or a violation of, or give rise           to any right of
termination, cancellation or acceleration of, any material           contract or
agreement to which it is a party or is otherwise bound.  



3.    Governing
Law/Counterparts. This Amendment shall be deemed to have been           made under,
and shall be governed by, the laws of the State of New York. This           Amendment may
be executed in  





 
	 	
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counterparts, each of which shall be
deemed an           original and all of which shall constitute a single agreement.  



        IN
WITNESS WHEREOF, this Amendment has been executed as of the date set forth above by a duly
authorized representative of the parties hereto. 



	        	PAR PHARMACEUTICAL, INC.
	 	 	 	 
	 	By: 	/s/ Michael Graves
      

    
	 	 	Name:	Michael Graves
	 	 	Title:	Senior Vice President 

      Strategic Planning & Corporate Development
	 	 	 	 
	 	BRADLEY PHARMACEUTICALS, INC.
	 	 	 	 
	 	By:	/s/ Ralph N. Landau
      

    
	 	 	Name:	Ralph N. Landau
	 	 	Title:	Chief Scientific Officer  


 




 
	 	
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