Exhibit 10.3.6
                                 






FIFTH AMENDMENT TO
DISTRIBUTION AGREEMENT 



        This
Fifth Amendment to Distribution Agreement (this “Amendment”), dated as of June
22, 2006, is made by 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”), 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”), 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 entered into that certain Second Amendment to Distribution Agreement and
First Amendment to Assignment of Distribution Agreement, dated as of September 11, 2003
(the “Second Amendment”), pursuant to which Par and
Quintiles amended the Assignment and further amended the Original Agreement, 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 (the “Third
Amendment”), pursuant to which Par and Quintiles further amended the
Original Agreement, all as set forth therein; 



        WHEREAS,
pursuant to that certain Consent and Agreement, dated as of July 9, 2004 (the
“Consent and Agreement”), Quintiles assigned all of its
right, title and interest in and to the Original Agreement, as amended, to Bradley, and
Bradley assumed all of the obligations of Quintiles under the Original Agreement, as
amended; 



        WHEREAS,
Par and Bradley have entered into that certain Fourth Amendment to Distribution Agreement,
dated as of February 1, 2005 (the “Fourth Amendment”),
pursuant to which Par and Bradley further amended the Original Agreement, all as set forth
therein (the Original Agreement, as amended by the Assignment, the Second Amendment, the
Third Amendment, the Consent and Agreement and the Fourth Amendment, and as may hereafter
be amended from time to time, is hereinafter referred to as (the “Amended
Agreement”); and 



        WHEREAS,
Par and Bradley now desire to amend further 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 the Agreement by inserting, after Section 2.5
          thereof, the following new Section 2.6:  



	  	
2.6
Development of 125 mg Tablets: 






	 	(a)  	  	Par
shall use commercially reasonable efforts to (i) develop doxycycline
                    mono tablets in the dosage amount of 125 mg (the “125
mg                     Tablets”) for sale in the Territory and (ii) submit
to                     the FDA on or before February 1, 2007 an ANDA to obtain final
and                     unconditional approval enabling Par to sell the 125 mg Tablets in
the Territory                     (“125 mg Tablets Approval”);
provided, however, that, if Par is required by the FDA to perform any
pivotal                     biostudies for the 125 mg Tablets, Par, prior to initiating
such biostudies,                     shall so notify Bradley in writing (the “Biostudies
Notice”),                     and Bradley shall promptly reimburse Par for Par’s
out-of-pocket expenses                     incurred in connection with such pivotal
biostudies, unless Bradley notifies Par                     in writing within thirty (30)
days of its receipt of the Biostudies Notice                     to discontinue
development of the 125 mg Tablets (the “Notice to
                    Discontinue Development”), effective from the
date of                     Par’s receipt of such Notice; provided, further,
that nothing                     herein contained shall constitute a guarantee or
warranty by Par that 125 mg                     Tablets Approval will be obtained.
Subject to the foregoing, if Par shall fail                     to submit the ANDA
described in clause (ii) of this Section 2.6(a)                     within
ninety (90) days following February 1, 2007, then Bradley may
                    deliver a written Notice to Discontinue Development within ten (10)
days                     following such 90-day period, effective from the date of Par’s
receipt of                     such notice. Delivery of a Notice to Discontinue
Development as provided under                     this Section 2.6(a) shall mean
that Section 2.6(b) hereof shall cease                     to have effect, Bradley
shall have no obligation to pay the amount set forth in                     Section 2.6(c)(ii)
hereof, and Par shall have no further obligation to                     Bradley with
respect to the amount payable to it pursuant to                     Section 2.6(c)(i)
hereof; provided, the remaining provisions of this                     Agreement,
including Section 2.6(c)(i) hereof, shall remain in full force
                    and effect.  






	 	(b)  	  	Subject
to receipt of 125 mg Tablets Approval and to the provisions of this
                    Agreement, Par hereby appoints Bradley, for the period commencing
upon receipt                     of 125 mg Tablets Approval and ending on December 31,
2016 (the                     “125 mg Tablets Distribution
                    Period”), as its sole and exclusive distributor
of the 125                     mg Tablets in the Territory, and Bradley accepts such
appointment and agrees to                     act as such sole and exclusive distributor
upon such terms and conditions of,                     and the  







 
	 	
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	 	  	  	125
mg Tablets shall be included in the definition of                     “Products” as
used in, this Agreement. If Bradley is not in default                     under this
Agreement, upon the expiration of the 125 mg Tablets Distribution
                    Period, Bradley shall have the right to purchase the ANDA for the 125
mg Tablets                     from Par for the purchase price of ten dollars ($10). Par
shall have the right                     to sell the 125 mg Tablets outside the Territory
at any and all times.  






	 	(c)  	  	In
consideration for the provisions of this Section 2.6, Bradley shall pay
                    to Par, by wire transfer of immediately available funds to an account
previously                     designated in writing by Par, the sum of $400,000 (the
“125 mg                     Tablets Fee”), as follows:
Bradley shall pay                     (i) one-half (1/2) of the 125 mg Tablets Fee
upon the execution of this                     Amendment and (ii) one-half (1/2) of
the 125 mg Tablets Fee within                     five (5) business days of its
receipt from Par of written confirmation of                     the 125 mg Tablets
Approval.  






        (b)
          Par and Bradley hereby amend Section 5.1(a) of the Agreement by inserting,
          between the seventh and eighth sentences thereof, the following:  



	  	
“The
purchase price payable by Bradley for the 125 mg Tablets supplied to it by Par shall be
$305.00 per 1,000 tablets in bulk order in containers of 20,000 tablets.  






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



	  	
“Thereafter,
the price for Product to be used by Bradley as samples, including Additional Tablets,
Additional Capsules, 150 mg Tablets, 150 mg Capsulesand 125 mg Tablets to be
used as samples, shall equal the sum of Par’s aggregate direct costs, out-of-pocket
costs and documented raw material costs for such Product.” 






        (d)
          Par and Bradley hereby amend Section 5.3 of the Agreement by deleting Section
          5.3 in its entirety and replacing it with the following:  



	  	
“As
additional consideration for the Tablets, Bradley shall pay to Par five percent (5%), and
as additional consideration for the Additional Tablets, the 150 mg Tablets, the 150 mg
Capsules, the 125 mg Tablets and the Additional Capsules, Bradley shall pay to Par seven
and one-half percent (7.5%), of the net sales (gross sales less returns and allowances
other than allowances for bad debts or doubtful accounts) by Bradley and its affiliates
of Tablets, Additional Tablets, 150 mg Tablets, 150 mg Capsules, the 125 mg Tablets, and
Additional Capsules, as the case may be, to unrelated third-party customers, which
additional consideration shall be paid to Par as part of the purchase price for the
Tablets, Additional Tablets, 150 mg Tablets, 150 mg Capsules, the 125 mg  








 
	 	
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Tablets
and Additional Capsules sold and shall not be treated as a royalty or similar payment.” 






        (e)
          Par and Bradley hereby amend Section 8.1 of the Agreement by deleting Section
          8.1 in its entirety and replacing it with the following:  



	  	
8.1 Term: The
term of this agreement shall commence on January 1, 2001 and shall terminate on (i) December 31,
2010 with respect to the Tablets, Capsules, Additional Tablets and Additional Capsules
only; (ii) December 31, 2015 with respect to the 150 mg Capsules and 150 mg
Tablets only; and (iii) December 31, 2016 with respect to the 125 mg Tablets
only; unless earlier terminated in accordance with the provisions of this agreement.  






        (f)
          Except as expressly modified hereby, the 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 of its           organizational
documents or 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 counterparts, each of which shall be deemed an           original and both
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:	President, Generic Product Division
	 	 	 	 
	 	BRADLEY PHARMACEUTICALS, INC.
	 	 	 	 
	 	By:	
      /s/ Ralph N. Landau

      

    
	 	 	Name:	Ralph N. Landau
	 	 	Title:	Vice President & Chief Scientific Officer 






 
	 	
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