Exhibit 10.8.4
                                 



FOURTH AMENDMENT 

   TO
AMENDED AND RESTATED CREDIT AGREEMENT 



        THIS
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 9, 2007
(this “Amendment”), is by and among BRADLEY PHARMACEUTICALS, INC., a Delaware
corporation (the “Borrower”), those Domestic Subsidiaries of the Borrower
identified as “Guarantors” on the signature pages hereto and such other
Domestic Subsidiaries of the Borrower as may from time to time become a party hereto
(collectively, the “Guarantors”), and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as administrative agent for the Lenders
(in such capacity, the “Administrative Agent”).  



W I T N E S S E T H 



        WHEREAS,
the Borrower, the Guarantors, the lenders party thereto (the “Lenders”) and
the Administrative Agent are parties to that certain Amended and Restated Credit
Agreement dated as of November 14, 2005 (as amended, restated, amended and restated,
modified or supplemented from time to time, the “Credit Agreement”;
capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement unless otherwise defined herein);  



        WHEREAS,
the Borrower incurred Indebtedness with respect to the BioSante Milestone
Payments (as hereinafter defined) in violation of Section 6.1 of the Credit Agreement
(the “Acknowledged Event of Default”);  



        WHEREAS,
the Borrower has requested the Required Lenders amend certain provisions of the Credit
Agreement and waive the Acknowledged Event of Default; and  



        WHEREAS,
the Required Lenders are willing to amend the Credit Agreement and waive the Acknowledged
Event of Default, in each case subject to the terms and conditions hereof.  



        NOW,
THEREFORE, in consideration of the agreements hereinafter set forth, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:  



SECTION 1
WAIVER 



        1.1
Waiver of Acknowledged Event of Default. Notwithstanding the provisions of
the Credit Agreement to the contrary, the Required Lenders hereby waive, on a
one-time basis, the Acknowledged Event of Default.  



        1.2
Effectiveness of Waiver. This Amendment shall be effective only to the extent
specifically set forth herein and shall not (a) be construed as a waiver of any
breach or default other than as specifically waived herein nor as a waiver of any breach
or default of which the   




 
	 	
	 













Lenders have not been informed by
the Borrower, (b) affect the right of the Lenders to demand compliance by the Borrower
with all terms and conditions of the Credit Agreement, except as specifically modified or
waived by this Amendment, (c) be deemed a waiver of any transaction or future action on
the part of the Borrower requiring the Lenders’or the Required Lenders’ consent
or approval under the Credit Agreement, or (d) except as waived hereby, be deemed or
construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s
or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any
other Credit Document, whether arising as a consequence of any Event of Default which may
now exist or otherwise, all such rights and remedies hereby being expressly reserved. 




SECTION 2
AMENDMENTS 





        2.1
     New  Definitions.  The  following  definitions  are  hereby  added to  Section  1.1
of the Credit Agreement in the appropriate alphabetical order: 



	  	        “BioSante” shall
mean BioSante Pharmaceuticals, Inc. 







	  	        “BioSante
 Acquisition”  shall mean the execution and delivery          by the Borrower and
BioSante of the BioSante  Licensing  Agreement  and          the payment of any
obligations by the Borrower  thereunder  (other than          the Initial BioSante
Payment) pursuant to which the Borrower is granted          an exclusive sublicense for
ElestrinTM in the United States. 







	  	        “BioSante
 Licensing  Agreement”  shall  mean  that  Exclusive          Sublicense  Agreement,
 dated as of November 7, 2006,  by and among the          Borrower and BioSante; provided
that such licensing agreement shall not          include any amendments  thereto unless
 approved by the  Administrative          Agent. 







	  	        “BioSante
  Milestone   Payments”  shall  mean  those  certain          milestone or periodic
 payments made by the Borrower to BioSante  under          the terms of the BioSante
Licensing  Agreement,  in an aggregate amount          not to exceed $10,500,000. 







	  	        “Initial
BioSante  Payment” shall mean the $3,500,000  initial          payment  required
 under the BioSante  Licensing  Agreement made by the          Borrower to BioSante. 







	  	        “Fourth
Amendment Effective Date” shall mean March 9, 2007. 







        2.2
Amendment to Definition of Consolidated EBITDA. The definition of Consolidated EBITDA
in Section 1.1 of the Credit Agreement is amended and restated in its entirety to
read as follows:  



	  	        “Consolidated
 EBITDA” shall mean, for any period,  the sum of          (i) Consolidated Net
Income for such period, plus (ii) an amount which,          in the  determination of
Consolidated  Net Income for such period,  has          been deducted for (A)
Consolidated  








 
	 	
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Interest
Expense, (B) total federal,          state,  local and foreign  income,  value added and
similar taxes,  (C)          depreciation   and   amortization   expense,   (D)   certain
  one-time          professional  and legal fees and non-cash  items  incurred  during
such          period,  as set  forth on  Schedule  1.1-4,  (E) the  Initial  MediGene
         Payment to the extent classified as an expense in accordance with GAAP,
         (F)  for  the  fiscal   quarter  ended   December  31,  2006,   certain
         professional,   advisor   and  legal   fees  and   related   costs  and
         disbursements  incurred on or before  December  31, 2006 in  connection
         with a potential  contested  election or contested election and related
         litigation  involving members of the Board of Directors of the Borrower
         and the Borrower, in an aggregate amount not to exceed $2,000,000,  (G)
         to the extent reasonably  approved by the  Administrative  Agent and as
         specifically  disclosed in the Borrower’s  Form 10-Q filed with the SEC
         for the quarter  ending  September 30, 2006,  any  in-transit  customer
         purchases  not recorded as sales during the  Borrower’s  third  quarter
         ending  September  30, 2006 as a result of a change in  shipping  terms
         from FOB shipping point to FOB destination and (H) the Initial BioSante
         Payment to the extent  classified as an expense in accordance with GAAP
         minus (iii) any in-transit  customer purchases recorded as sales during
         any  quarter  as a  result  of a  change  in  shipping  terms  from FOB
         destination to FOB shipping point minus (iv) any non-cash  reduction in
         any  reserve  account of a Credit  Party  during  such  period,  all as
         determined in accordance with GAAP. 






        2.3
Amendment to Definition of Excess Cash Flow. The definition of Excess Cash Flow
Section 1.1 of the Credit Agreement is amended and restated in its entirety to read as
follows:  



	  	        “Excess
Cash Flow” shall mean, with respect to any fiscal year          of  the  Borrower,
  for  the  Borrower  and  its   Subsidiaries  on  a          consolidated basis, an
amount equal to (a) Consolidated EBITDA for such          period  minus (b)  Consolidated
 Capital  Expenditures  for such period          minus (c) Scheduled  Funded Debt
Payments made during such period minus          (d) Consolidated  Interest Expense
(excluding any Consolidated Interest          Expense  associated  with  intercompany
 indebtedness)  for such period          minus (e) amounts paid in cash in respect of
federal,  state, local and          foreign income taxes of the Borrower and its
Subsidiaries  with respect          to such period minus (f) increases in Consolidated
Working Capital plus          (g)  decreases  in  Consolidated  Working  Capital  minus
(h)  optional          prepayments  of  Revolving  Loans  (to  the  extent  accompanied
 by  a          corresponding reduction of the Revolving Commitments) minus (i) without
         duplication,  (A) cash charges to the extent added back in  determining
         Consolidated  EBITDA  for such  period  and (B) cash  payments  made in
         respect of Permitted Acquisitions during such period. 







        2.4
Amendment to Section 1.1. The definition of “Permitted Acquisition”in Section
1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as
follows:  



	  	        “Permitted
 Acquisition”  shall mean (a) the Initial  MediGene          Payment,  (b)  the
 MediGene  Acquisition,  (c)  the  Initial  BioSante          Payment,  (d) the BioSante
 Acquisition or (e) any other acquisition or          any  series of  related
 acquisitions  by a Credit  Party of (i) all or          substantially all of the assets
or a majority of the outstanding Voting          Stock or  








 
	 	
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	  	economic
interests of a Person that is incorporated, formed or          organized in the United
States or (ii) any  division,  line of business          or other  business  unit of a
Person  that is  incorporated,  formed or          organized in the United States (such
Person or such  division,  line of          business or other  business  unit of such
 Person  shall be referred to          herein as the  “Target”),  in each case
that is a type of business  (or          assets used in a type of  business)  permitted
 to be engaged in by the          Credit Parties and their  Subsidiaries  pursuant to
Section 6.3 hereof,          so long as, with respect to any acquisition pursuant to
clause (b), (d)          or (e) above, the following conditions are satisfied: (A) no
Default or          Event of Default  shall then exist or would exist after  giving
 effect          thereto,  (B) the Credit  Parties shall  demonstrate  to the reasonable
         satisfaction of the Administrative Agent and the Required Lenders that,
         after giving effect to the acquisition on a pro forma basis, the Credit
         Parties are in  compliance  with each of the  financial  covenants  set
         forth in Section 5.9, (C) the  Administrative  Agent,  on behalf of the
         Lenders,  shall have received (or shall receive in connection  with the
         closing  of such  acquisition)  a  first  priority  perfected  security
         interest in all property (including,  without limitation, Capital Stock
         and real estate) acquired with respect to the Target in accordance with
         the terms of Sections 5.10 and 5.12 and the Target, if a Person,  shall
         have  executed  a Joinder  Agreement  in  accordance  with the terms of
         Section 5.10, (D) the  Administrative  Agent and the Lenders shall have
         received (I) a description of the material  terms of such  acquisition,
         (II)    audited    financial    statements    (or,   if    unavailable,
         management-prepared financial statements) of the Target (other than the
         MediGene Acquisition and the BioSante Acquisition) for its two (2) most
         recent  fiscal  years and for any  fiscal  quarters  ending  within the
         fiscal year to date and (III) consolidated  projected income statements
         of the Borrower and its  consolidated  Subsidiaries  (giving  effect to
         such acquisition), all in form and substance reasonably satisfactory to
         the  Administrative  Agent,  (E) the Target  (other  than the  MediGene
         Acquisition  and the BioSante  Acquisition)  shall have earnings before
         interest,  taxes, depreciation and amortization for the four (4) fiscal
         quarter period prior to the acquisition  date in an amount greater than
         $0, (F) such acquisition shall not be a “hostile” acquisition and
shall          have been approved by the Board of Directors and/or shareholders of the
         applicable  Credit Party and the Target,  (G) the  Borrower  shall have
         satisfied the  requirements  set forth in Sections 5.14(a) and (b), (H)
         after  giving  effect  to such  acquisition,  there  shall  be at least
         $10,000,000 of Accessible  Borrowing  Availability  under the Revolving
         Committed Amount and (I) the aggregate consideration (including without
         limitation equity consideration,  earn outs or deferred compensation or
         non-competition  arrangements  and the amount of Indebtedness and other
         liabilities  assumed by the Credit Parties and their Subsidiaries) paid
         by the Credit Parties and their Subsidiaries (y) in connection with any
         individual  acquisition  shall not exceed  $20,000,000  and (z) for all
         acquisitions  made  during  any  twelve-month  period  shall not exceed
         $30,000,000. 







        2.5
Amendment to Section 1.1. The definition of “Scheduled Funded Debt Payments” in
Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:  





 
	 	
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	  	        “Scheduled
Funded Debt Payments” shall mean, as of any date of          determination  for the
 Borrower and its  Subsidiaries,  the sum of all          scheduled  payments  of
 principal  on Funded  Debt for the  applicable          period  ending on the date of
 determination  (including  the principal          component  of  payments  due on
Capital  Leases  during the  applicable          period ending on the date of
determination);  provided,  however,  that          with respect to Scheduled Funded Debt
Payments for the Borrower and its          Subsidiaries,  Scheduled  Funded  Debt
 Payments  shall not include the          BioSante Milestone Payments. 







        2.6
Amendment to Section 2.7(b)(vi)(B). Section 2.7(b)(vi)(B) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:  



	  	
(B)
 with  respect  to  all  amounts   prepaid   pursuant  to  Sections          2.8(b)(ii),
 (iii), (iv) and (v), (1) first, to the remaining Term Loan          amortization
 payments  set forth in Section  2.2(b) on pro rata basis;          provided  that,  any
Term Loan  Lender  may  decline to accept any such          prepayment  (collectively,
 the “Declined  Amount”),  in which case the          Declined  Amount  shall
first be  distributed  to the Term Loan Lenders          accepting prepayments made
pursuant to this clause (B)(1) that agree to          accept  such  Declined  Amount (and
 applied pro rata to the  remaining          amortization  payments  relating  thereto)
and then to the  outstanding          Swingline Loans, Revolving Loans and LOC
Obligations in accordance with          the  remainder  of  this  Section  2.7(b)(vi)(B),
 (2)  second,  to the          outstanding   Swingline  Loans  (without  a
  corresponding   permanent          reduction  in  the  Revolving  Committed  Amount),
 (3)  third,  to the          outstanding   Revolving  Loans  (without  a   corresponding
  permanent          reduction in the Revolving  Committed Amount) and (4) fourth (after
all          Revolving  Loans have been  repaid),  to a cash  collateral  account in
         respect of LOC Obligations. 






        2.7
Amendment to Section 6.1. Section 6.1 is hereby amended by adding the following clause
(j) to the end of such Section and making the appropriate punctuation and grammatical
changes thereto:  



	  	        (j)
the BioSante Milestone Payments in an aggregate amount not to exceed $10,500,000. 







SECTION 3
CONDITIONS
TO EFFECTIVENESS 



        3.1
Conditions to Effectiveness. This Amendment shall be and become effective as of the
date first above written upon satisfaction of the following conditions (in form and
substance reasonably acceptable to the Administrative Agent):  



	  	        (a)
Executed Amendment. Receipt by the Administrative Agent of          a copy of this
 Amendment  duly executed by each of the Credit  Parties          and the Administrative
Agent, on behalf of the Required Lenders. 









 
	 	
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	  	        (b)
Executed Consents.  Receipt by the Administrative Agent of          executed  consents,
 in the form attached hereto as Exhibit A, from the          Required   Lenders   (each
 a   “Lender   Consent”)   authorizing   the          Administrative Agent to
enter into this Amendment on their behalf. 







	  	        (c)
 Miscellaneous.  All other  documents and legal matters in          connection with the
 transactions  contemplated by this Amendment shall          be reasonably  satisfactory
in form and substance to the Administrative          Agent and its counsel. 







SECTION 4
MISCELLANEOUS 



        4.1
Representations and Warranties. Each of the Credit Parties represents and
warrants as follows as of the date hereof, after giving effect to this Amendment:  



	  	        (a)
It  has  taken  all  necessary  action  to  authorize  the          execution, delivery
and performance of this Amendment. 







	  	        (b)
This  Amendment  has been duly  executed and  delivered by          such Person and
 constitutes  such Person’s  valid and legally  binding          obligations,
 enforceable in accordance with its terms,  except as such          enforceability   may
 be   subject  to  (i)   bankruptcy,   insolvency,          reorganization,   fraudulent
 conveyance  or  transfer,  moratorium  or          similar laws  affecting  creditors’  rights
 generally and (ii) general          principles  of equity  (regardless  of whether such
 enforceability  is          considered in a proceeding at law or in equity). 







	  	        (c)
No  consent,  approval,  authorization  or  order  of,  or          filing,  registration
or qualification with, any Governmental Authority          or third party is required in
connection  with the execution,  delivery          or performance by such Person of this
Amendment. 







	  	        (d)
The  representations  and  warranties set forth in Article          III of the Credit
 Agreement are true and correct as of the date hereof          (except for those which
expressly relate to an earlier date). 







	  	        (e)
 After  giving  effect  to this  Amendment,  no event  has          occurred and is
continuing  which  constitutes a Default or an Event of          Default. 







	  	        (f)
The Security Documents continue to create a valid security          interest  in,  and
 Lien  upon,  the   Collateral,   in  favor  of  the          Administrative  Agent,  for
the benefit of the Lenders,  which security          interests and Liens are  perfected
in accordance  with the terms of the          Security Documents and prior to all Liens
other than Permitted Liens. 







	  	        (g)
The Credit Party  Obligations  are not reduced or modified          by this  Amendment
 and are not  subject to any  offsets,  defenses  or          counterclaims. 









 
	 	
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        4.2
Instrument Pursuant to Credit Agreement. This Amendment is a Credit Document
executed pursuant to the Credit Agreement and shall be construed, administered and
applied in accordance with the terms and provisions of the Credit Agreement.  



        4.3
Reaffirmation of Credit Party Obligations. Each Credit Party hereby ratifies the Credit
Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the
Credit Agreement applicable to it and (b) that it is responsible for the observance
and full performance of its respective Credit Party Obligations.  



        4.4
Survival. Except as expressly modified and amended in this Amendment, all of
the terms and provisions and conditions of each of the Credit Documents shall remain
unchanged.  



        4.5
Expenses. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable expenses of the
Administrative Agent’s legal counsel.  



        4.6
Further Assurances. The Credit Parties agree to promptly take such action, upon the
request of the Administrative Agent, as is necessary to carry out the intent of this
Amendment.  



        4.7
Entirety. This Amendment and the other Credit Documents embody the entire agreement
among the parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.  



        4.8
Counterparts/Telecopy. This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. Delivery of executed
counterparts of this Amendment by telecopy shall be effective as an original and
shall constitute a representation that an original shall be delivered.  



        4.9
No Actions, Claims, Etc. As of the date hereof, each of the Credit Parties hereby
acknowledges and confirms that it has no knowledge of any actions, causes of
action, claims, demands, damages and liabilities of whatever kind or nature, in law or
in equity, against the Administrative Agent, the Lenders, or the Administrative
Agent’s or the Lenders’ respective officers, employees, representatives,
agents, counsel or directors arising from any action by such Persons, or failure of such
Persons to act under this Credit Agreement on or prior to the date hereof.  



        4.10
Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW).  





 
	 	
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        4.11
Successors and Assigns. This Amendment shall be binding upon and inure to the benefit
of the Credit Parties, the Administrative Agent, the Lenders and their respective
successors and assigns.  



        4.12
General Release. In consideration of the Administrative Agent entering into this
Amendment, each Credit Party hereby releases the Administrative Agent, the
Lenders, and the Administrative Agent’s and the Lenders’ respective
officers, employees, representatives, agents, counsel and directors from any and all
actions, causes of action, claims, demands, damages and liabilities of whatever kind
or nature, in law or in equity, now known or unknown, suspected or unsuspected to the
extent that any of the foregoing arises from any action or failure to act under the
Credit Agreement on or prior to the date hereof, except, with respect to any such
person being released hereby, any actions, causes of action, claims, demands, damages
and liabilities arising out of such person's gross negligence, bad faith or willful
misconduct.  



        4.13
Consent to Jurisdiction; Service of Process; Arbitration; Waiver of Jury Trial; Waiver
of Consequential Damages. The jurisdiction, service of process and waiver of jury
trial provisions set forth in Sections 9.14, 9.15 and 9.17 of the Credit Agreement are
hereby incorporated by reference, mutatis mutandis.  



[Signature Pages to
Follow] 






 
	 	
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BRADLEY
PHARMACEUTICALS, INC.
             FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT 




        IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment
to be duly executed and delivered as of the date first above written.  



	
      BORROWER:

    	
      BRADLEY PHARMACEUTICALS, INC.,

        a Delaware corporation

    




	
      

    	
      
        By: /s/ Daniel Glassman
        


        
        Name: Daniel Glassman

        Title: President and CEO

    





	
      GUARANTORS:

    	
      
        DOAK DERMATOLOGICS, INC.,

          a
New York corporation 

        


    






	
      

    	
      
        By: /s/ Daniel Glassman
        


        
        Name: Daniel Glassman

        Title: President and CEO

    





	
      

    	
      
        BIOGLAN PHARMACEUTICALS CORP.,

  a Delaware corporation

        


    





	
      

    	
      
        By: /s/ Daniel Glassman
        


        
        Name: Daniel Glassman

        Title: President and CEO

    







 






	 	
	 










BRADLEY
PHARMACEUTICALS, INC.
             FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT 




	
      ADMINISTRATIVE AGENT: 

    	
      
        WACHOVIA BANK, NATIONAL ASSOCIATION,

          as Administrative Agent on behalf of the
Lenders and as a Lender 

        

    





	
      

    	
      By: /s/ Scott Santa Cruz
        

        
        Name: Scott Santa Cruz

        Title: Director

    










   





	 	
	 










EXHIBIT A 



FORM OF LENDER CONSENT 





 
	 	
	 










LENDER CONSENT 



        This
Lender  Consent is given  pursuant  to the  Amended  and  Restated Credit  Agreement,
 dated as of  November  14, 2005 (as  previously  amended and modified, the “Amended
and Restated Credit Agreement”; and as further amended by the Fourth Amendment (as
defined below), the “Amended Credit Agreement”), by and among Bradley
 Pharmaceuticals,  Inc., a Delaware  corporation (the “Borrower”), the Domestic
 Subsidiaries  of the Borrower from time to time party thereto (the “Guarantors”),
 the lenders from time to time party thereto (the  “Lenders”) and Wachovia
Bank,  National  Association,  as administrative  agent for the Lenders (the  “Administrative
 Agent”).  Capitalized  terms used  herein  shall have the meanings  ascribed
 thereto in the Amended  Credit  Agreement  unless  otherwise defined herein. 



        The
 undersigned  hereby  approves the Fourth  Amendment to Amended and Restated Credit
Agreement (the “Amendment”),  dated as of March __, 2007, by and among  the
 Borrower,  the  Guarantors  and  Administrative  Agent,  and  hereby authorizes the
Administrative  Agent to execute and deliver the Amendment on its behalf and, by its
execution  below,  the undersigned  agrees to be bound by the terms and conditions of the
Amendment and the Amended Credit Agreement. 



        A
duly  authorized  officer of the  undersigned  has executed  this Consent as of the ___
day of March __, 2007. 

	
      

    	
      [INSERT LEGAL NAME OF LENDER] 

    





	
      

    	
      By:___________________________________________

        Name:_________________________________________

        Title:__________________________________________