COPLEY PHARMACEUTICAL, INC.
                             1990 STOCK OPTION PLAN
                                    ARTICLE I
                               Purpose of the Plan
         The  purpose  of  this  Plan  is to  encourage  and  enable  employees,
consultants,  directors  and others who are in a  position  to make  significant
contributions  to  the  success  of  COPLEY  PHARMACEUTICAL,  INC.  and  of  its
affiliated  corporations  upon  whose  judgment,   initiative  and  efforts  the
Corporation  depends for the  successful  conduct of its business,  to acquire a
closer  identification  of their  interests  with  those of the  Corporation  by
providing them with opportunities to purchase stock in the Corporation  pursuant
to options granted hereunder, thereby stimulating their efforts on behalf of the
Corporation  and  strengthening   their  desire  to  remain  involved  with  the
Corporation.
                                   ARTICLE II
                                   Definitions
         2.1  "Affiliated  Corporation"  means any stock  corporation of which a
majority of the voting common or capital  stock is owned  directly or indirectly
by the Corporation.
         2.2      "Award" means an Option granted under Article V.
         2.3      "Board" means the Board of Directors of the Corporation.
         2.4      "Code" means the Internal Revenue Code of 1986, as amended
                   from time to time.
         2.5      "Corporation" means COPLEY PHARMACEUTICAL, INC., a Delaware
                   corporation, or its successor.
         2.6      "Employee" means any person who is a regular full-time or
                   part-time employee of the Corporationor an Affiliated
                   Corporation on or after June 25, 1990.
         2.7 "Option" means an Incentive  Stock Option or  Non-Qualified  Option
granted  by the  Board  under  Article  V of this Plan in the form of a right to
purchase  Stock  evidenced by an instrument  containing  such  provisions as the
Board may establish.
         2.8      "Plan" means this 1990 Stock Option Plan.
         2.9 "Incentive Stock Option" ("ISO") means an option which qualifies as
an incentive stock option as defined in Section 422A of the Code, as amended.
         2.10     "Non-Qualified Option" means any option not intended to
 qualify as an Incentive Stock Option.
         2.11     "Stock" means the Common Stock, $.0l par value, of the
Corporation or any successor, including any adjustments in the event of changes
in capital structure of the type described in Article IX.
                                   ARTICLE III
                           Administration of the Plan
         3.1  Administration  by Board.  This Plan shall be  administered by the
Board of  Directors  of the  Corporation.  The  Board  may,  from  time to time,
delegate any of its  functions  under this plan to one or more  committees.  All
references  in this  Plan to the Board  shall  also  include  the  Committee  or
committees,  if one or more have been appointed by the Board.  From time to time
the Board may  increase  the size of the  Committee  or  committees  and appoint
additional  members thereto,  remove members (with or without cause) and appoint
new members in substitution  therefor,  fill vacancies however caused, or remove
all members of the Committee or committees  and thereafter  directly  administer
the Plan.  No member of the Board or a committee  shall be liable for any action
or  determination  made in good  faith with  respect to the Plan or any  options
granted under it.
         3.2 Powers.  The Board of Directors  and/or any committee  appointed by
the Board shall have full and final authority to operate,  manage and administer
the Plan on behalf  of the  Corporation.  This  authority  includes,  but is not
limited to:
         (a)      The power to grant Awards conditionally or unconditionally,
         (b)      The power to  prescribe  the form or forms of the  instruments
                  evidencing Awards granted under this Plan,
         (c)      The power to interpret the Plan,
         (d)      The power to  provide  regulations  for the  operation  of the
                  incentive features of the Plan, and otherwise to prescribe and
                  rescind   regulations  for   interpretation,   management  and
                  administration of the Plan,
         (e)      The  power to  delegate  responsibility  for  Plan  operation,
                  management and  administration on such terms,  consistent with
                  the Plan, as the Board may establish,
         (f)      The power to delegate to other persons the  responsibility  of
                  performing  ministerial  acts  in  furtherance  of the  Plan's
                  purpose, and
         (g)      The power to engage the  services  of persons,  companies,  or
                  organizations in furtherance of the Plan's purpose,  including
                  but not  limited to,  banks,  insurance  companies,  brokerage
                  firms and consultants.
         3.3 Additional  Powers. In addition,  as to each Option to buy Stock of
the  Corporation,  the  Board  shall  have  full  and  final  authority  in  its
discretion:  (a) to  determine  the  number of shares of Stock  subject  to each
Option; (b) to determine the time or times at which Options will be granted; (c)
to  determine  the option  price of the shares of Stock  subject to each Option,
which price shall be not less than the minimum  price  specified in Article V of
this Plan;  (d) to  determine  the time or times when each Option  shall  become
exercisable and the duration of the exercise period  (including the acceleration
of any exercise period),  which shall not exceed the maximum period specified in
Article  V;  and (e) to  determine  whether  each  Option  granted  shall  be an
Incentive Stock Option or a Non-qualified Option.
         In no event may the  Company  grant an  Employee  any  Incentive  Stock
Option that is first exercisable  during any one calendar year to the extent the
aggregate fair market value of the Stock (determined at the time the options are
granted)  exceeds  $100,000 (under all stock option plans of the Corporation and
any Affiliated Corporation) ; provided,  however, that this paragraph shall have
no force and effect if its  inclusion in the Plan is not necessary for Incentive
Stock  Options  issued  under the Plan to  qualify as such  pursuant  to Section
422A(d)(1) of the Code.
                                   ARTICLE IV
                                   Eligibility
         4.1 Eligible  Employees.  All  Employees  (including  Directors who are
Employees)  are  eligible  to  be  granted   Incentive   Stock  and  Option  and
Non-Qualified Option Awards under this Plan.
         4.2  Consultants,  Directors and other  Non-Employees.  Any Consultant,
Director (whether or not an Employee) and any other  Non-Employee is eligible to
be granted Non-Qualified Option Awards under the Plan.
         4.3 Relevant Factors. In selecting individual  Employees,  Consultants,
Directors  and other  Non-Employees  to whom Awards shall be granted,  the Board
shall weigh such factors as are relevant to  accomplish  the purpose of the Plan
as stated in  Article  I. An  individual  who has been  granted  an Award may be
granted one or more additional Awards, if the Board so determines.  The granting
of an Award to any  individual  shall neither  entitle that  individual  to, nor
disqualify him from, participation in any other grant of Awards.
                                    ARTICLE V
                               Stock Option Awards
         5.1 Number of Shares.  Subject to the  provisions of Article IX of this
Plan,  the aggregate  number of shares of Stock for which Options may be granted
under this Plan shall not exceed _____ shares.  The shares to be delivered  upon
exercise of Options under this Plan shall be made  available,  at the discretion
of the Board,  either from  authorized  but unissued  shares or from  previously
issued  and  reacquired  shares of Stock  held by the  Corporation  as  treasury
shares, including shares purchased in the open market.
         Stock issuable upon exercise of an option granted under the Plan may be
subject  to  such   restrictions  on  transfer,   repurchase   rights  or  other
restrictions as shall be determined by the Board of Directors.
         5.2 Effect of Expiration,  Termination or Surrender. If an Option under
this Plan  shall  expire  or  terminate  unexercised  as to any  shares  covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the Company shall  reacquire any unvested  shares issued  pursuant to Options
under the Plan,  such shares shall  thereafter  be available for the granting of
other Options under this Plan.
         5.3 Term of  Options.  The full term of each Option  granted  hereunder
shall be for such period as the Board shall determine.  In the case of Incentive
Stock Options granted  hereunder,  the term shall not exceed ten (10) years from
the  date  of  granting  thereof.  Each  Option  shall  be  subject  to  earlier
termination as provided in Sections 6.3 and 6.4.  Notwithstanding the foregoing,
options  intended to qualify as "Incentive  Stock Options" may not be granted to
any  employee  who at the time such option is granted owns more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
unless such option is not  exercisable  after the  expiration  of five (5) years
from the date such option is granted.
         5.4 Option Price.  The Option price shall be determined by the Board at
the time any option is granted.  In the case of  Incentive  Stock  options,  the
exercise  price  shall  not be less than  100% of the fair  market  value of the
shares covered thereby at the time the Incentive Stock Option is granted (but in
no event less than par value),  provided that no Incentive Stock Option shall be
granted hereunder to any Employee if at the time of grant the Employee, directly
or indirectly,  owns Stock possessing more than 10% of the combined voting power
of all  classes  of stock of the  Corporation  and its  Affiliated  Corporations
unless the  Incentive  Stock  Option price equals not less than 110% of the fair
market  value of the  shares  covered  thereby at the time the  Incentive  Stock
Option is granted.
         5.5 Fair Market  Value.  If, at the time an Option is granted under the
Plan, the Corporation's  Stock is publicly traded,  "fair market value" shall be
determined as of the last business day for which the prices or quotes  discussed
in this  sentence  are  available  prior to the date such  Option is granted and
shall  mean (i) the  average  (on that  date) of the high and low  prices of the
Stock on the  principal  national  securities  exchange  on which  the  Stock is
traded, if the Stock is then traded on a national securities  exchange;  or (ii)
the last reported sale price (on that date) of the Stock on the NASDAQ  National
Market List, if the Stock is not then traded on a national securities  exchange;
or (iii) the closing  bid price (or average of bid prices)  last quoted (on that
date) by an established  quotation service for over-the-counter  securities,  if
the Stock is not reported on the NASDAQ  National Market List.  However,  if the
Stock is not  publicly  traded at the time an Option is granted  under the Plan,
"fair  market  value"  shall  be  deemed  to be the fair  value of the  Stock as
determined  by the Board after taking into  consideration  all factors  which it
deems appropriate,  including, without limitation,  recent sale and offer prices
of the Stock in private transactions negotiated at arm's length.
         5.6  Non-Transferability  of Options. No Option granted under this Plan
shall  be  transferable  by the  grantee  otherwise  than by will or the laws of
descent and distribution,  and such Option may be exercised during the grantee's
lifetime only by the grantee.
                                   ARTICLE VI
                               Exercise of option
         6.1 Exercise.  Each Option granted under this Plan shall be exercisable
on such date or dates and during  such  period and for such  number of shares as
shall be determined pursuant to the provisions of the instrument evidencing such
option. The Board shall have the right to accelerate the date of exercise of any
option,  provided  that, the Board shall not accelerate the exercise date of any
Incentive  Stock Option  granted if such  acceleration  would violate the annual
vesting limitation contained in Section 422A(d)(1) of the Code.
         6.2 Notice of Exercise.  A person  electing to exercise an Option shall
give written  notice to the  Corporation  of such  election and of the number of
shares he or she has  elected  to  purchase  and  shall at the time of  exercise
tender the full purchase  price of the shares he or she has elected to purchase.
The  purchase  price  can  be  paid  partly  or  completely  in  shares  of  the
Corporation's  stock  valued at Fair  Market  Value as defined  in  Section  5.5
hereof.  Until such person has been issued a certificate or certificates for the
shares so  purchased,  he or she shall possess no rights of a record holder with
respect to any of such shares.
         6.3 Option  Unaffected by Change in Duties.  No Incentive  Stock Option
(and,  unless otherwise  determined by the Board of Directors,  no Non-Qualified
Option granted to a person who is, on the date of the grant,  an Employee of the
Corporation  or an  Affiliated  Corporation)  shall be affected by any change of
duties or position of the optionee  (including transfer to or from an Affiliated
Corporation), so long as he or she continues to be an Employee. Employment shall
be considered as continuing  uninterrupted during any bona fide leave of absence
(such as those  attributable  to illness,  military  obligations or governmental
service)  provided  that the period of such leave does not exceed 90 days or, if
longer,  any  period  during  which such  optionee's  right to  reemployment  is
guaranteed by statute. A bona fide leave of absence with the written approval of
the Board shall not be considered an interruption of employment  under the Plan,
provided that such written approval  contractually  obligates the Corporation or
any Affiliated  Corporation to continue the employment of the optionee after the
approved period of absence.
         If the optionee shall cease to be an Employee for any reason other than
death,  such Option shall  thereafter be  exercisable  only to the extent of the
purchase  rights,  if any, which have accrued as of the date of such  cessation;
provided that (i) the Board may provide in the instrument  evidencing any option
that the  Board  may in its  absolute  discretion,  upon any such  cessation  of
employment,  determine  (but be under no  obligation  to  determine)  that  such
accrued purchase rights shall be deemed to include  additional shares covered by
such Option; and (ii) unless the Board shall otherwise provide in the instrument
evidencing any Option,  upon any such  cessation of  employment,  such remaining
rights to  purchase  shall in any event  terminate  upon the  earlier of (A) the
expiration  of the original term of the option;  or (B) where such  cessation of
employment is on account of disability, the expiration of one year from the date
of such cessation of employment and,  otherwise,  the expiration of three months
from such date.  For  purposes  of the Plan,  the term  "disability"  shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code.
         6.4 Death of Optionee.  Should an optionee die while in  possession  of
the legal right to exercise an Option or Options  under this Plan,  such persons
as shall have acquired, by will or by the laws of descent and distribution,  the
right to  exercise  any  Options  theretofore  granted,  may,  unless  otherwise
provided by the Board in any  instrument  evidencing  any Option,  exercise such
Options  at any time  prior to one year from the date of death;  provided,  that
such Option or Options  shall expire in all events no later than the last day of
the original  term of such Option;  provided,  further,  that any such  exercise
shall be limited to the  purchase  rights which have accrued as of the date when
the optionee ceased to be an Employee, whether by death or otherwise, unless the
Board provides in the instrument  evidencing such Option that, in the discretion
of the Board,  additional  shares  covered by such Option may become  subject to
purchase immediately upon the death of the optionee.


                                   ARTICLE VII
                         Terms and Conditions of Options
         Options shall be evidenced by instruments (which need not be identical)
in such forms as the Board may from time to time approve. Such instruments shall
conform to the terms and  conditions  set forth in  Articles V and VI hereof and
may contain such other  provisions  as the Board deems  advisable  which are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issuable upon exercise of Options.  In granting any  Non-Qualified  Option,  the
Board may  specify  that  such  Non-Qualified  Option  shall be  subject  to the
restrictions  set forth herein with respect to Incentive  Stock  Options,  or to
such other  termination and cancellation  provisions as the Board may determine.
The Board may from time to time confer  authority and  responsibility  on one or
more of its own  members  and/or  one or more  officers  of the  Corporation  to
execute and deliver such instruments. The proper officers of the Corporation are
authorized  and directed to take any and all action  necessary or advisable from
time to time to carry out the terms of such instruments.
                                  ARTICLE VIII
                                  Benefit Plans
         Awards under the Plan are  discretionary  and are not a part of regular
salary. Awards may not be used in determining the amount of compensation for any
purpose  under  the  benefit  plans  of  the   Corporation,   or  an  Affiliated
Corporation,  except  as the  Board  may from  time to time  expressly  provide.
Neither the Plan, an Option or any instrument  evidencing an Option confers upon
any  Employee  the right to  continued  employment  with the  Corporation  or an
Affiliated Corporation.
                                   ARTICLE IX
                      Amendment, Suspension or Termination
                                   of the Plan
         The Board may suspend  the Plan or any part  thereof at any time or may
terminate  the Plan in its  entirety.  Awards  shall not be  granted  after Plan
termination.
         The Board  may also  amend  the Plan  from  time to time,  except  that
amendments which affect the following  subjects must be approved by stockholders
of the Corporation:
         (a)      Except as provided  in Article X relative to capital  changes,
                  the  number  of  shares  as to which  Options  may be  granted
                  pursuant to Article V;
         (b) The maximum term of Options granted; (c) The minimum price at which
         options  may be  granted;  (d)  The  term  of the  Plan;  and  (e)  The
         requirements as to eligibility for  participation  in the Plan.  Awards
         granted  prior  to  suspension  or  termination  of the Plan may not be
         cancelled solely because of such suspension or termination, except with
         the consent of the grantee of the Award.
                                    ARTICLE X
                          Changes in Capital Structure
         The instruments  evidencing  Options granted hereunder shall be subject
to  adjustment  in  the  event  of  changes  in  the  outstanding  Stock  of the
Corporation  by  reason of Stock  dividends,  Stock  splits,  recapitalizations,
reorganizations,  mergers,  consolidations,  combinations,  exchanges  or  other
relevant changes in  capitalization  occurring after the date of an Award to the
same extent as would affect an actual share of Stock issued and  outstanding  on
the effective date of such change.  Such adjustment to outstanding Options shall
be made without change in the total price applicable to the unexercised  portion
of such options, and corresponding adjustment in the applicable option price per
share shall be made. In the event of any such change,  the aggregate  number and
classes of shares for which Options may  thereafter be granted under Section 5.1
of this Plan may be  appropriately  adjusted as determined by the Board so as to
reflect such change.
         Notwithstanding  the foregoing,  any adjustments  made pursuant to this
Article X with respect to Incentive  Stock  Options shall be made only after the
Board,  after  consulting with counsel for the Corporation,  determines  whether
such  adjustments  would  constitute a  "modification"  of such Incentive  Stock
Options  (as that term is defined in Section 425 of the Code) or would cause any
adverse tax consequences for the holders of such Incentive Stock Options. If the
Board  determines  that such  adjustments  made with respect to Incentive  Stock
Options would constitute a modification of such Incentive Stock Options,  it may
refrain from making such adjustments.
         In  the  event  of  the  proposed  dissolution  or  liquidation  of the
Corporation, each Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other  conditions
as shall be determined by the Board.
         Except as expressly  provided herein, no issuance by the Corporation of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect  to, the number or price of shares  subject to Options.  No  adjustments
shall be made for dividends paid in cash or in property other than securities of
the Corporation.
         No  fractional  shares  shall be issued under the Plan and the optionee
shall receive from the corporation cash in lieu of such fractional shares.
                                   ARTICLE XI
                       Effective Date and Term of the Plan
         The Plan  shall  become  effective  on June 25,  1990.  The Plan  shall
continue  until  such  time as it may be  terminated  by  action  of the  Board;
provided,  however,  that no Options may be granted  under this Plan on or after
the tenth anniversary of the effective date hereof.
                                   ARTICLE XII
                      Conversion of ISOs into Non-Qualified
                          Options; Termination of ISOs
         The  Board,  at  the  written  request  of  any  optionee,  may  in its
discretion  take such actions as may be  necessary  to convert  such  optionee's
Incentive Stock Options, that have not been exercised on the date of conversion,
into Non-Qualified Options at any time prior to the expiration of such Incentive
Stock  Options,  regardless  of  whether  the  optionee  is an  employee  of the
Corporation or an Affiliated  Corporation at the time of such  conversion.  Such
actions may include,  but not be limited to,  extending  the exercise  period or
reducing the exercise price of such Options. At the time of such conversion, the
Board  (with the consent of the  optionee)  may impose  such  conditions  on the
exercise of the resulting  Non-Qualified  Options as the Board in its discretion
may determine,  provided that such conditions shall not be inconsistent with the
Plan. Nothing in the Plan shall be deemed to give any optionee the right to have
such optionee's  Incentive Stock Options converted into  Non-Qualified  Options,
and no such conversion shall occur until and unless the Board takes  appropriate
action.  The Board,  with the consent of the  optionee,  may also  terminate any
portion of any Incentive Stock Option that has not been exercised at the time of
such termination.
                                  ARTICLE XIII
                              Application of Funds
         The  proceeds  received  by the  Corporation  from the  sale of  shares
pursuant to Options  granted under the Plan shall be used for general  corporate
purposes.
                                   ARTICLE XIV
                             Governmental Regulation
         The Corporation's  obligation to sell and deliver shares of Stock under
this Plan is subject to the approval of any governmental  authority  required in
connection with the authorization, issuance or sale of such shares.
                                   ARTICLE XV
                     Withholding of Additional Income Taxes
         Upon  the  exercise  of a  Non-Qualified  Option  or  the  making  of a
Disqualifying  Disposition  (as  defined in  Article  XVI) the  Corporation,  in
accordance  with  Section  3402(a) of the Code,  may require the optionee to pay
additional  withholding  taxes  in  respect  of the  amount  that is  considered
compensation  includible  in  such  person's  gross  income.  The  Board  in its
discretion  may  condition  the  exercise  of an Option on the  payment  of such
additional withholding taxes.



                                   ARTICLE XVI
                 Notice to Company of Disqualifying Disposition
         Each  employee  who  receives an  Incentive  Stock Option must agree to
notify  the  Corporation  in  writing  immediately  after the  employee  makes a
Disqualifying  Disposition of any Stock acquired  pursuant to the exercise of an
Incentive  Stock  Option.   A  Disqualifying   Disposition  is  any  disposition
(including  any sale) of such Stock  before the later of (a) two years after the
date the employee was granted the  Incentive  Stock Option or (b) one year after
the date the employee  acquired Stock by exercising the Incentive  Stock Option.
If the  employee  has died  before  such  stock is sold,  these  holding  period
requirements do not apply and no Disqualifying Disposition can occur thereafter.
                                  ARTICLE XVII
                           Governing Law; Construction
         The  validity  and   construction  of  the  Plan  and  the  instruments
evidencing  Options  shall  be  governed  by the  laws  of the  Commonwealth  of
Massachusetts.  In construing  this Plan,  the singular shall include the plural
and the  masculine  gender shall  include the  feminine  and neuter,  unless the
context otherwise requires.